NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”)

BETWEEN

{{f2_name_of_disclosing_party}}, a [individual/company/LLP/partnership; field type: TEXT] incorporated/registered under the laws of India, having its address at {{f3_address_of_disclosing_party}} (hereinafter referred to as the “Disclosing Party”, which expression shall, unless repugnant to the context, include its successors and permitted assigns);

AND

{{f4_name_of_receiving_party}}, a [individual/company/LLP/partnership; field type: TEXT] incorporated/registered under the laws of India, having its address at {{f5_address_of_receiving_party}} (hereinafter referred to as the “Receiving Party”, which expression shall, unless repugnant to the context, include its successors and permitted assigns).

The Disclosing Party and the Receiving Party are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. PURPOSE

1.1. The Disclosing Party agrees to disclose certain confidential and proprietary information to the Receiving Party solely for the purpose of {{f6_purpose_of_disclosure}} (“Purpose”).

2. DEFINITIONS

2.1. “Confidential Information” means all information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, electronically, or in writing, including but not limited to business plans, financial data, trade secrets, technical information, client details, intellectual property, and any other information designated as confidential or which ought reasonably to be considered confidential.

3. OBLIGATIONS OF RECEIVING PARTY

3.1. The Receiving Party shall:
(a) keep the Confidential Information strictly confidential;
(b) use the Confidential Information solely for the Purpose;
(c) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party; and
(d) restrict access to Confidential Information to its employees or advisors on a strict need-to-know basis, subject to confidentiality obligations.

4. EXCLUSIONS

4.1. Confidential Information shall not include information which:
(a) is or becomes publicly available without breach of this Agreement;
(b) was lawfully known to the Receiving Party prior to disclosure;
(c) is lawfully received from a third party without restriction; or
(d) is independently developed without reference to the Confidential Information.

5. TERM AND SURVIVAL

5.1. This Agreement shall commence on the Effective Date and remain in force for {{f7_term_of_agreement}}.

5.2. The obligations of confidentiality shall survive termination or expiry of this Agreement for {{f8_survival_period}}.

6. RETURN OR DESTRUCTION

6.1. Upon termination or upon written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing, if requested.

7. INTELLECTUAL PROPERTY

7.1. Nothing in this Agreement shall be construed as granting any license or rights in respect of the Confidential Information, except for use strictly for the Purpose.

8. INDEMNITY

8.1. The Receiving Party shall indemnify and hold harmless the Disclosing Party against any loss, damage, or expense arising out of breach of this Agreement.

9. INJUNCTIVE RELIEF

9.1. The Parties acknowledge that breach of this Agreement may cause irreparable harm, and the Disclosing Party shall be entitled to injunctive or equitable relief without prejudice to other remedies.

10. FORCE MAJEURE

10.1. Neither Party shall be liable for failure to perform due to events beyond reasonable control, subject to prompt notice to the other Party.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. This Agreement shall be governed by and construed in accordance with the laws of India.

11.2. Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be {{f9_city_india}}, and the proceedings shall be conducted in English.

11.3. Subject to arbitration, courts at {{f10_city_india}} shall have exclusive jurisdiction.

12. SEVERABILITY

12.1. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

13. ENTIRE AGREEMENT

13.1. This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions or arrangements relating to the subject matter.

14. AMENDMENT AND WAIVER

14.1. Any amendment or waiver shall be valid only if made in writing and signed by both Parties.

15. EXECUTION

15.1. This Agreement may be executed in counterparts and electronically, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Disclosing Party
Name: {{f11_name}}
Designation: {{f12_designation}}
Signature: _______________________
Date: {{f13_date}}

For the Receiving Party
Name: {{f14_name}}
Designation: {{f15_designation}}
Signature: _______________________
Date: {{f16_date}}

Non-Disclosure Agreement

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