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Non-Disclosure Agreement (General)

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Prepared for:
[Receiving Party Name]

Prepared by:
[Disclosing Party Name]

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Non-Disclosure Agreement (General)

This Non-Disclosure Agreement (this "Agreement") is entered on [Date] (“Effective Date”) at [Place].

BY AND BETWEEN

[Company Name], a company incorporated under the provisions of Companies Act, [State] and the rules thereunder, having its registered office at [Company Address] (hereinafter referred to as “Disclosing Party”), (which expression shall unless repugnant to the context thereof shall remain and include its partners, associates, legal representatives, assigns, representative-in-interest and executors) of the ONE PART;

AND 

[Company Name] a company incorporated under the laws of [State] having its registered office at [Company Address] (hereinafter referred to as “Receiving Party”), (which shall unless repugnant to the context thereof shall remain and include its partners, associates, legal representatives, assigns, representative-in-interest and executors) of the OTHER PART.

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

Recitals

WHEREAS, the Disclosing Party possesses certain Confidential Information (as defined hereunder) and is in the course of discussions and negotiations during and pursuant to which the Disclosing Party may disclose to the Receiving Party technical, business, and other information which is non-public, confidential, and/or proprietary in written, oral, visual or sample form. 

AND WHEREAS, the Receiving Party understands and acknowledges that it may receive certain Confidential Information from the Disclosing Party which shall be used by it for the purpose of providing varied services as may be required by the Disclosing Party from time to time and shall also include evaluations, discussions, and negotiations of potential business opportunities shared by the Disclosing Party with the Receiving Party (hereinafter referred to as the “Business Purpose”).

AND WHEREAS, Accordingly, both Parties are desirous of entering into this Agreement to regulate their rights and obligations in relation to such Confidential Information, on the terms and conditions set out in this Agreement.

NOW THIS WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

Terms and Conditions

1. Definitions

In this Agreement the terms listed below shall have the following meanings:
“Applicable Law” shall mean all applicable laws, by-laws, statutes, enactments, acts of legislature or parliament, ordinances, rules, regulations, notifications, guidelines, policies, directions, orders, directives, protocols, codes, notices, judgments, decrees, or other pronouncements of any Governmental Authority having the force of law, whether in effect as of the Execution Date or thereafter.
“Confidential Information” means any information other than any public information, materials, trade secrets, intellectual property rights, formulae, processes, algorithms, ideas, concepts, strategies, inventions, data, network, configurations, system architecture, program, samples, drawings, flowcharts,  software, engineering or operational information, financial information, costing and pricing information, customers, plans, policies and procedures, technical know-how, and any other non-public technical or business information which the Disclosing Party considers to be confidential or proprietary and is transmitted in any form and format whatsoever including the electronic or oral form or by any other means, and whether directly or indirectly disclosed by Disclosing party to the Receiving Party whether on or after the Effective Date of this Agreement, including, without limitation, information relating to the Disclosing Party, created by or available with the Receiving Party.
“Governmental Authority” shall mean any nation or government or any province, state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of India or any other jurisdiction in which the Company conducts business. 
“Third Party” shall mean any Person other than the Receiving Party or Disclosing Party not being a Party to this Agreement.

2. Non-Disclosure Obligations

The Receiving Party shall utilize the Confidential Information provided by the Disclosing Party exclusively for the Business Purpose and shall not disclose, publish or disseminate any Confidential Information to anyone other than its affiliates and its and their respective directors, subsidiaries, parents, or affiliated companies, officers, employees, members, partners, counsel, accountants, advisors or agents (hereinafter collectively as the “Representatives”) who shall be necessarily required to possess such Confidential Information in order to provide services to the Disclosing Party. Without limiting the generality of the foregoing, the Receiving Party and/or its Representatives further agree:
To take adequate measures and implement effective security procedures and policies as required under the Applicable Law to protect and safeguard the Confidential Information against unauthorized use, publication, or disclosure;
Not to use any of the Confidential Information except in furtherance of the Business Purpose and in any manner which can be detrimental and harmful to the Business Purpose.
Not to, directly or indirectly, in any way, reveal, report, publish, permit, disclose, transfer, or otherwise use any of the Confidential Information except as specifically authorized by the Disclosing Party in accordance with this Agreement.
Not to use any Confidential Information to unfairly compete or obtain an unfair advantage in any commercial activity which may be comparable to the commercial activity contemplated by the Parties in connection with the Business Purpose.
To restrict access to all Confidential Information by the Representatives on a strictly “need to know” basis for the performance of their duties in furtherance of the Business Purpose. 
To explicitly inform each of the Representatives or any other person to whom it provides access to any of the Confidential Information, that it shall be prohibited from making any use of, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Disclosing Party and/or such Confidential Information except for the Business Purpose. 
That it shall promptly notify the Disclosing Party upon the discovery of any loss, unauthorized disclosure, or unauthorized use of the Confidential Information in writing.
That the Confidential Information including any patents, copyrights, trademarks, or other intellectual property rights (present or future) shall at all times remain the sole and exclusive property of the Disclosing Party and in no situation whatsoever, the Receiving Party shall have any right or claim over it unless otherwise provided under the terms of this Agreement. 
That it shall not reverse engineer, disassemble, or decompile directly or indirectly or through any means, any software or tangible objects which are embodied with the Confidential Information. 

3. Exceptions

The confidentiality obligations hereunder shall not apply to Confidential Information which:
Is or later becomes public knowledge; 
Was rightfully in possession of the Receiving Party or its Representatives prior to its receipt thereof from the Disclosing Party; 
Was received by the Receiving Party from a Third Party who lawfully acquired such information without restriction and/or any breach of this Agreement; or 
Is independently developed by the Receiving Party or its Representatives without the use of any Confidential Information.

4. Return of Confidential Information

The Receiving Party agrees that upon the written request of the Disclosing Party or termination of this Agreement, to promptly deliver to the Disclosing Party or to destroy (at the option of the Receiving Party) Confidential Information in possession of the Receiving Party.

5. No Representation or Warranty

The Disclosing Party has not previously provided any representations or warranties and neither shall make any representation or warranty as to the accuracy or completeness of the Confidential Information or of any other information provided to the Receiving Party and accordingly, the Receiving Party agrees that the Disclosing Party shall have no liability towards the Receiving Party which may result from the use of the Confidential Information or such other information.

6. Compelled Disclosure

If the Receiving Party receives any notice or order by any judicial, Governmental Authority or regulatory entity to disclose any or all Confidential Information, then Receiving Party shall make reasonable efforts to promptly notify the Disclosing Party and disclose only such part of the Confidential Information that the Receiving Party is legally compelled to disclose.

7. Term and Termination

This Agreement shall commence on its Effective Date. This Agreement shall remain in effect for a period of [Number] ([Number in Words]) years from the date of execution of this Agreement. Unless otherwise agreed between the Parties, the provisions of this Agreement shall survive the date of expiry or termination of this Agreement for a period of 2 (two) years.

8. Arbitration

Any dispute, controversy, or claim arising out of, or relating to this Agreement (“Dispute”), shall be resolved and settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as may be amended from time to time or its re-enactment. The Dispute shall be resolved by a single arbitrator, selected by mutually by the Parties. The arbitration proceedings shall be conducted in [State], India. The language of the arbitration shall be English.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India and the Courts in [State] shall have exclusive Jurisdiction.

(Signature pages to follow)

Acceptance and Signature

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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