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Confidentiality Non-Disclosure Agreement

This Confidentiality and Non-Disclosure Agreement outlines the terms between the Disclosing Party and Receiving Party to protect confidential information shared during business interactions. It defines 'Confidential Information', imposes restrictions on its use and disclosure, and establishes ownership rights. The agreement also includes provisions for arbitration, integration, and the binding nature of the terms on successors and affiliates.

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Himanshu
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29 views5 pages

Confidentiality Non-Disclosure Agreement

This Confidentiality and Non-Disclosure Agreement outlines the terms between the Disclosing Party and Receiving Party to protect confidential information shared during business interactions. It defines 'Confidential Information', imposes restrictions on its use and disclosure, and establishes ownership rights. The agreement also includes provisions for arbitration, integration, and the binding nature of the terms on successors and affiliates.

Uploaded by

Himanshu
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (hereinafter referred to


as “this Agreement”) is entered into between ____________ (hereinafter referred to
as “Disclosing Party/Parties”) having its office address/adresses at ________ and
__________ (hereinafter referred to as “Receiving Party”) having its office address
at ________ for the purpose of preventing the unauthorized disclosure of confidential
information of the Disclosing Party/Parties with regards to the documents and other
information shared by the Disclosing Party/Parties to the Receiving Party in the due
course of business. The abovementioned parties do hereby agree as follows:

1. Definition of Confidential Information:


For the purpose of this Agreement, “Confidential Information” shall include all
information or materials that has or could have commercial value or other utility in the
business in which the Disclosing Party/Parties is/are engaged and the same shall include
all and any documents shared or provided in the due course of business. However, for
the purpose of this Agreement, the following documents amongst others shared by the
Disclosing Party/Parties with the Receiving Party shall be construed to be within the
meaning and definition of “Confidential Information” and the same are as follows:
A. Balance Sheets
B. Profit and Loss Statements (PNLs)
C. Segment Balance Sheets
D. Revenue Sheets
E. Statements pertaining to the Assets and Liabilities of the Disclosing Party/Parties
F. Any and other such documents that may be shared in the due course of business

2. Restrictions on Use and Disclosure of Confidential Information


a. Non-Disclosure: Both the abovementioned parties shall keep strictly
confidential the giving and receiving of the aforesaid amongst all and any other
documents as also the contents thereof. The Receiving Party shall not, without
the prior written approval of the Disclosing Party/Parties, use the Confidential
Information for the Receiving Party’s own benefit by way of publishing,
copying, or otherwise disclosing to others, or permitting the use of the said
Confidential Information by others for their benefit or to the detriment of the
Disclosing Party.
b. Use: The Receiving Party shall use or cause the Confidential Information to be
used only for the purposes of conducting business with the Disclosing
Party/Parties in a manner consistent with the terms of this Agreement. The
Receiving Party at no point in time shall use the Confidential Information for the
benefit of itself or any other third party of in any manner adverse to, or to the
detriment of the Disclosing Party/Parties or its affiliates and its respective
shareholders.
c. Return of Confidential Information: The Receiving Party shall, upon
accomplishing the purpose for which such Confidential Information is sought,
promptly return the same to the Disclosing Party/Parties upon a written request
being tendered to that extent by the Disclosing Party/Parties. Further, the
Receiving Party shall not retain any of the Confidential Information for its own
record. Notwithstanding such return, both the abovementioned parties shall
continue to be bound by the terms of this Agreement.
d. Disclosure: In the event that either of the abovementioned parties is requested
or required to disclose any Confidential Information during any legal
proceedings or upon being asked to do so by any governmental agency or
regulatory authority, such party shall provide the other party with a prompt
written notice of any such request or requirement so as to enable the other party
to seek an appropriate protective order from a court of law or a governmental
agency or a regulatory authority, as the case may be. However; if in the absence
of such protective order from a court of law or a governmental agency or a
regulatory authority, as the case may be, if either of the abovementioned parties
is legally compelled to disclose the Confidential Information, such party may,
upon obtaining appropriate legal consultation disclose only such portion of the
Confidential Information which is legally required to be disclosed as per the
advice of the legal counsel. Further, both the abovementioned parties shall
endure and undertake to make their best efforts to the preserve the confidentiality
of the Confidential Information by cooperating with the other party in obtaining
such appropriate protective order from a court of law or a governmental agency
or a regulatory authority, as the case may be.

3. Ownership:
The Confidential Information of the Disclosing Party/Parties shall remain to be
the exclusive property of the Disclosing Party/Parties and no right, title or
interest therein or any material developed therefrom would be deemed to be
transferred to the Receiving Party by the factum of the delivery of such
Confidential Information to the Receiving Party.

4. Time Periods:
The provisions of this Agreement shall survive the termination of all or any of
the other Agreements entered into between the abovementioned parties
pertaining to the ordinary course of business between the said parties. Further,
the duty of the Receiving Party to withhold from revealing to any third party, the
Confidential Information or any details pertaining thereto shall remain in force
until the termination of this Agreement.

5. Other Parties:
All affiliates of the Receiving Party including its directors, officers, employees,
agents and representatives shall be included in the definition of “Receiving
Party” for the purpose of this Agreement and shall be bound by the terms and
conditions thereof. The Receiving Party shall be responsible for any and all
breaches of any of the terms of this Agreement by any of its affiliates including
its directors, officers, employees, agents and representatives.

6. Integration:
Both the abovementioned parties hereby agree and are in consensus to the extent
that this Agreement supersedes all prior proposals, agreements, representations
and understandings as also any and all the subsequent proposals, agreements,
representations and understandings that will be entered into between the
abovementioned parties, if at all. This Agreement may not be amended except in
writing and upon such amendment being ratified by both the abovementioned
parties.

7. Licenses:
The Disclosing Party/Parties do not grant any licenses, by implication or
otherwise, under any patent, copyright, trademark, trade secret or any other such
rights to the Receiving Party by disclosing Confidential Information in terms of
the abovementioned clauses.

8. Arbitration:
In the event of the contravention of any of the aforesaid terms and conditions of
this Agreement, the said dispute shall be subject to Arbitration Proceedings
governed by the Arbitration and Conciliation Act, 1996; wherein the parties
shall, by common consensus, invoke the proceedings under the said Act of 1996
and accordingly appoint an Arbitrator who would adjudicate over the claims of
the parties herein.

9. Miscellaneous:
This Agreement shall be binding upon the abovementioned parties and shall also
be binding upon their respective successors and assignees. However, neither
party shall have the right to assign or otherwise transfer its rights and obligations
under this Agreement without prior written consent of the other party. Further,
nothing enumerated hereinabove shall prevent either of the abovementioned
parties from assigning all or any of its rights and obligations under this
Agreement to a subsidiary of that party upon a written notice being formally
tendered to the other party.
IN WITNESS WHEREOF, the parties hereto have duly have duly executed this
Agreement effective as on the ___ day of ___, 2025.

Disclosing Party/Parties:

Signature:

Date:

Receiving Party:

Signature:

Date:

Common questions

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The Receiving Party is responsible for keeping all Confidential Information confidential and not using it for its own benefit or disclosing it to others without the Disclosing Party's prior written approval . The information received should only be used to conduct business with the Disclosing Party in compliance with the agreement terms . The Receiving Party must also return all Confidential Information once the business purpose is fulfilled and cannot retain any for its records . Furthermore, the Receiving Party must ensure that its affiliates abide by the terms of the agreement .

The ownership clause establishes that all Confidential Information remains the exclusive property of the Disclosing Party . This means the Receiving Party receives no rights, titles, or interests in the information or developed materials, potentially limiting its ability to use or benefit from such information beyond the agreement's context . This clause ensures that the Disclosing Party retains control and benefits, while the Receiving Party must operate within strict boundaries, reducing risks of unauthorized exploitation of the information.

The Receiving Party may disclose Confidential Information if legally compelled during legal proceedings or by a government agency or authority . However, the party must provide prompt written notice to the other party to seek a protective order . If no protective order is obtained, they may disclose only the legally required portion upon legal consultation . They must also strive to maintain confidentiality by cooperating in obtaining a protective order .

The agreement requires a party requested or required to disclose Confidential Information by a government or regulatory body to provide prompt written notice to the other party, allowing them to seek a protective order . If no protective order is obtained and legal obligations demand disclosure, only the legally required information is disclosed, following legal advice . This structured approach balances legal compliance with efforts to maintain confidentiality, protecting business interests to the extent legally possible.

The integration clause of the agreement supersedes all prior and future proposals and agreements unless formally amended in writing . This ensures that the current agreement remains the primary legal reference concerning confidentiality, preventing conflicting interpretations or claims based on informal understandings. It consolidates all relevant terms into a single document, providing clarity and stability but potentially limiting parties' flexibility without mutual consent for modifications .

The requirement for written amendments ensures clarity and legal certainty, making it difficult for either party to claim informal verbal modifications . This limits disputes over the interpretation or alteration of the agreement's terms, formally documenting any changes and protecting both parties' interests. Legally, this requirement creates a clear record of agreed terms and remits, enforcing transparency and mutual understanding in changes to the contractual relationship.

'Confidential Information' is defined as information or materials with commercial value or utility in the Disclosing Party's business, including documents shared during business operations . Specifically, it covers balance sheets, profit and loss statements, segment balance sheets, revenue sheets, and statements pertaining to assets and liabilities, among other potential documents .

The non-assignment clause prohibits either party from transferring their rights and obligations without prior written consent from the other party, which maintains the integrity and confidentiality of the agreement as initially intended . This limits flexibility for the parties to restructure or transfer responsibilities, ensuring that a third party does not gain unintended access to Confidential Information or agreement rights. However, an exception is made, allowing assignment to a subsidiary upon written notice, providing a controlled mechanism for internal restructuring .

The arbitration clause stipulates that any contravention of the agreement will be subject to arbitration under the Arbitration and Conciliation Act, 1996 . Parties will jointly initiate proceedings and appoint an arbitrator to adjudicate claims . This clause is significant as it provides a structured approach for resolving disputes outside traditional court systems, potentially reducing litigation costs and time, and ensuring privacy and confidentiality of sensitive business information during dispute resolution.

If affiliates of the Receiving Party, including its directors, officers, or employees, breach the terms of the agreement, the Receiving Party is held responsible for these breaches . This extension of liability underscores the importance of the Receiving Party ensuring compliance across all relevant parties within its organizational structure, stressing the need for comprehensive internal safeguards and awareness regarding the agreement's confidentiality obligations.

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