Non-Disclosure Agreement (NDA) — India

This Non-Disclosure Agreement ("Agreement") is entered into on [DATE] between:

DISCLOSING PARTY:
Name/Company: [NAME]
Address: [ADDRESS]
(hereinafter referred to as the "Disclosing Party")

AND

RECEIVING PARTY:
Name/Company: [NAME]
Address: [ADDRESS]
(hereinafter referred to as the "Receiving Party")

Collectively referred to as the "Parties."

The Disclosing Party wishes to share certain confidential information with the Receiving Party for the following purpose:

Purpose: [DESCRIBE — e.g., evaluating a potential business partnership / freelance project / investment opportunity / employment discussion]

The Receiving Party shall use the Confidential Information solely for the above purpose and for no other reason.

"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether in writing, verbally, electronically, or in any other form, including but not limited to:

(a) Business plans, strategies, and financial information
(b) Customer lists, vendor details, and pricing data
(c) Technical data, algorithms, source code, and product designs
(d) Marketing plans, sales data, and market research
(e) Trade secrets and proprietary processes
(f) Any other information marked as "Confidential" or that a reasonable person would consider confidential given the nature of the information and circumstances of disclosure

Confidential Information includes information disclosed before the date of this Agreement if it relates to the stated Purpose.

The following shall NOT be considered Confidential Information:

(a) Information that is or becomes publicly available through no fault of the Receiving Party
(b) Information already known to the Receiving Party before disclosure (with documented proof)
(c) Information independently developed by the Receiving Party without reference to the Confidential Information
(d) Information received from a third party who is not under any obligation of confidentiality
(e) Information required to be disclosed by law, regulation, or court order — provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order

The Receiving Party agrees to:

(a) Hold the Confidential Information in strict confidence
(b) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party
(c) Use the Confidential Information only for the stated Purpose
(d) Limit access to Confidential Information to those employees, contractors, or advisors who:
    - Have a legitimate need to know
    - Are bound by confidentiality obligations at least as protective as this Agreement
(e) Protect the Confidential Information with at least the same degree of care used for their own confidential information, and in no event less than reasonable care
(f) Promptly notify the Disclosing Party in writing of any unauthorised disclosure or breach

The Receiving Party shall be responsible for any breach by their employees, contractors, or advisors.

This Agreement shall remain in effect for a period of 2 (two) years from the date of execution.

The confidentiality obligations under this Agreement shall survive for 2 (two) years from the date of last disclosure of Confidential Information.

After the expiry of the confidentiality period, the Receiving Party shall have no further obligations under this Agreement, except for trade secrets which shall remain protected for as long as they retain their status as trade secrets.

Upon the written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall:

(a) Promptly return all physical documents, files, and materials containing Confidential Information
(b) Permanently delete all electronic copies, including from backup systems, within 30 days
(c) Provide written confirmation that all Confidential Information has been returned or destroyed

Exception: The Receiving Party may retain one archival copy solely for legal compliance purposes, which shall remain subject to the confidentiality obligations of this Agreement.

Nothing in this Agreement grants the Receiving Party any:

(a) License, ownership, or intellectual property rights in the Confidential Information
(b) Right to use the Confidential Information beyond the stated Purpose
(c) Obligation on the Disclosing Party to disclose any particular information

The Disclosing Party makes no warranty regarding the accuracy or completeness of the Confidential Information.

The Receiving Party acknowledges that:

(a) A breach of this Agreement may cause irreparable harm to the Disclosing Party
(b) Monetary damages may be insufficient to remedy such breach
(c) The Disclosing Party shall be entitled to seek injunctive relief (including temporary restraining orders) in addition to any other remedies available at law

The pursuit of injunctive relief shall not prevent the Disclosing Party from seeking monetary damages or any other remedy.

(a) Governing Law: This Agreement shall be governed by the laws of India.
(b) Jurisdiction: The courts at [CITY], India shall have exclusive jurisdiction.
(c) Entire Agreement: This constitutes the entire agreement and supersedes all prior discussions.
(d) Amendment: Any changes must be in writing and signed by both Parties.
(e) Severability: If any provision is found unenforceable, the remainder shall stay in effect.
(f) Assignment: Neither party may assign this Agreement without written consent.
(g) Waiver: Failure to enforce any provision shall not constitute a waiver of that provision.
(h) Notices: All notices shall be in writing and sent to the addresses listed above (or updated addresses provided in writing).

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


DISCLOSING PARTY                  RECEIVING PARTY
Name: _______________            Name: _______________
Title: ______________            Title: ______________
Signature: __________            Signature: __________
Date: _______________            Date: _______________