CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_disclosing_party}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its address at {{f3_address_of_disclosing_party}} (“Disclosing Party”);

{{f4_name_of_receiving_party}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its address at {{f5_address_of_receiving_party}} (“Receiving Party”).

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

1. PURPOSE

1.1. The Disclosing Party shall disclose certain Confidential Information to the Receiving Party strictly for the purpose of {{f6_specific_purpose_of_disclosure}} (“Permitted Purpose”).

1.2. Any use of Confidential Information beyond the Permitted Purpose is expressly prohibited.

2. DEFINITION OF CONFIDENTIAL INFORMATION

2.1. “Confidential Information” means all information disclosed by the Disclosing Party, whether before or after the Effective Date, whether oral, written, electronic, visual, or otherwise, including but not limited to:
(a) business plans, strategies, financial information, pricing, and projections;
(b) technical data, software, source code, designs, processes, and know-how;
(c) customer, vendor, and employee information;
(d) intellectual property and trade secrets; and
(e) any information that a reasonable person would consider confidential by its nature.

2.2. Confidential Information includes all analyses, notes, derivatives, and copies made by the Receiving Party.

3. OBLIGATIONS OF RECEIVING PARTY

3.1. The Receiving Party shall:
(a) keep all Confidential Information strictly confidential;
(b) use Confidential Information solely for the Permitted Purpose;
(c) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party;
(d) restrict access to Confidential Information to employees or advisors who have a strict need to know and are bound by confidentiality obligations no less stringent than this Agreement.

3.2. The Receiving Party shall protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, and in no event less than reasonable care.

4. EXCLUSIONS

4.1. Confidential Information shall not include information that the Receiving Party proves by written records:
(a) is 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 Confidential Information.

5. NO LICENSE OR TRANSFER

5.1. Nothing in this Agreement grants the Receiving Party any license, ownership, or other rights in respect of the Confidential Information, except the limited right to use it for the Permitted Purpose.

6. RETURN OR DESTRUCTION

6.1. Upon completion of the Permitted Purpose, termination of discussions, or written request, the Receiving Party shall immediately:
(a) return all Confidential Information; or
(b) permanently destroy all Confidential Information and certify such destruction in writing.

7. TERM AND SURVIVAL

7.1. This Agreement shall remain in force for {{f7_term_of_agreement}} from the Effective Date.

7.2. Confidentiality obligations shall survive termination or expiry for 5 (five) years, irrespective of the reason for termination.

8. INJUNCTIVE RELIEF

8.1. The Receiving Party acknowledges that unauthorised disclosure or misuse of Confidential Information shall cause irreparable harm.

8.2. The Disclosing Party shall be entitled to injunctive and equitable relief in addition to any other remedies available in law.

9. INDEMNITY

9.1. The Receiving Party shall indemnify and hold harmless the Disclosing Party against all losses, damages, claims, and expenses arising out of breach of this Agreement.

10. NO OBLIGATION TO DISCLOSE

10.1. Nothing in this Agreement obligates the Disclosing Party to disclose any Confidential Information or to proceed with any transaction.

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 finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996.

Seat and venue of arbitration: {{f8_city_india}}
Language: English.

11.3. Subject to arbitration, courts at {{f9_city_india}} shall have exclusive jurisdiction.

12. SEVERABILITY

12.1. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. ENTIRE AGREEMENT

13.1. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior communications.

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: {{f10_name}}
Designation: {{f11_designation}}
Signature: _______________________
Date: {{f12_date}}

For the Receiving Party
Name: {{f13_name}}
Designation: {{f14_designation}}
Signature: _______________________
Date: {{f15_date}}

Confidentiality Agreement

Input Values

Preview