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NDA Draft Agreement Template

This Non-Disclosure Agreement (NDA) is between ABC Limited and XYZ Limited, outlining the terms for the protection of confidential information shared between the parties. It defines what constitutes confidential information, establishes non-disclosure obligations, and specifies the duration and termination conditions of the agreement. The NDA is governed by Indian law, with exclusive jurisdiction in Karnataka, and emphasizes that it represents the entire agreement between the parties regarding confidentiality.

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67 views3 pages

NDA Draft Agreement Template

This Non-Disclosure Agreement (NDA) is between ABC Limited and XYZ Limited, outlining the terms for the protection of confidential information shared between the parties. It defines what constitutes confidential information, establishes non-disclosure obligations, and specifies the duration and termination conditions of the agreement. The NDA is governed by Indian law, with exclusive jurisdiction in Karnataka, and emphasizes that it represents the entire agreement between the parties regarding confidentiality.

Uploaded by

manjyotkaursehmi
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

NON-DISCLOSURE AGREEMENT

ABC Limited, bearing its incorporation No. _______________, having its registered
office at ________________, having its authorized signatory as Mr. X, aged about ___
years, S/o ______, resident of ______, by occupation MD of ABC Limited, bearing PAN
No. _________, do hereby enters into this contract on behalf of ABC Limited
(hereinafter referred to as ABC)

WITH

XYZ Limited, bearing its incorporation No. _______________, having its registered
office at ________________, having its authorized signatory as Mr. P, aged about ___
years, S/o ______, resident of ______, by occupation MD of XYZ Limited, bearing PAN
No. _________, do hereby enter into this contract on behalf of ABC Limited (hereinafter
referred to as XYZ)

ON _____/______/_________ (hereinafter, referred to as the “Effective Date”),

Wherein, ABC and XYZ shall be referred to as “Party” individually and “Parties”
collectively and the Party disclosing confidential information shall be referred as the
“Disclosing Party” and the Party receiving such information shall be referred as the
“Recipient”.

WHEREIN, the Parties hereby agree on the following grounds:

1. Definition of Confidential Information: Either Party may disclose Confidential


Information to the other Party in confidence provided that the disclosing Party
identifies such information as proprietary and confidential either by marking it, in
the case of written materials, or, in the case of information that is disclosed orally
or written materials that are not marked, by notifying the other Party of the
proprietary and confidential nature of the information, such notification to be done
orally, by e-mail or written correspondence, or via other means of communication
as might be appropriate.

Confidential Information of a Party may include, but not be limited to, that
Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and
suppliers; (3) inventions, processes, methods, products, patent applications, and
other proprietary rights; or (4) specifications, drawings, sketches, models, samples,
tools, computer programs, technical information, or other related information,
expressly specified by the disclosing party in the Schedule enclosed with this
agreement.

Notwithstanding the above, the Parties agree that information shall not be deemed
Confidential Information and the Recipient shall have no obligation to hold in
confidence such information, where such information:

a. Is already known to the Recipient, having been disclosed to the Recipient by a


third party without such third party having an obligation of confidentiality to the
disclosing Party;
b. Is or becomes publicly known through no wrongful act of the Recipient, its
employees, officers, directors, or agents;
c. Is independently developed by the Recipient without reference to any Confidential
Information disclosed hereunder;
d. Is approved for release (and only to the extent so approved) by the disclosing
Party; or
e. Is disclosed pursuant to the lawful requirement of a court or governmental agency
or where required by operation of law.

2. Non-Disclosure and Non-Use obligations: The Recipient of Confidential


Information will maintain in confidence and will not disclose, disseminate or use,
any Confidential Information belonging to the Disclosing Party, whether or not in
written form. Recipient agrees that Recipient shall treat all Confidential Information
of the Discloser with at least the same degree of care as Recipient accords its own
Confidential Information and would have treated it had the information been his
own. Recipient further represents that Recipient exercises at least reasonable care
to protect its own Confidential Information. If Recipient is not an individual,
Recipient agrees that Recipient shall disclose Confidential Information only to those
of its employees who need to know such information and certifies that such
employees have previously signed a copy of this Agreement.

3. Survival: The Parties are under a legal obligation to adhere to clauses 1 and 2 of
this Agreement from the Effective Date until 2 years after the termination of this
Agreement.

4. Duration/Termination of the Agreement: This Agreement is being entered into


by the Parties for a period of ______ years from the date of execution of this
Agreement (Effective Date) and shall be renewable at the free will of the parties.
However, a Party may terminate this Agreement by giving a 30 days prior notice to
the other Party of its desire to terminate this Agreement.

5. Relief: A breach of any of the promises or agreements contained herein will result
in irreparable and continuing damage to either of the Parties for which there will be
no adequate remedy at law, and the Parties shall be entitled to any relief that is
appropriate under the governing laws of this Agreement.

6. Severability: The provisions of this Agreement are independent of and separable


from each other, and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason, any other or others of them
may be invalid or unenforceable in whole or in part.

7. Exhaustive Agreement: This Agreement constitutes the entire agreement with


respect to the Confidential Information disclosed herein and supersedes all prior or
contemporaneous oral or written agreements concerning such Confidential
Information. This Agreement may only be changed by mutual agreement of
authorized representatives of the parties in writing.

8. Governing Law: This Agreement shall be governed by the laws of India and in
particular, the Courts of Karnataka shall have exclusive jurisdiction to deal with
any dispute arising out of, or in connection to, this Agreement.

The parties also agree that the provisions of this Agreement shall apply mutatis
mutandis to both the Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as on the


date written below.

Common questions

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The 'Severability' clause is crucial as it safeguards the enforceability of the entire agreement even if some parts are declared invalid or unenforceable. It ensures that if certain provisions are found to be unenforceable, the remaining provisions still stand strong, thereby maintaining the overall intent and functionality of the agreement without being affected by the invalidity of specific sections .

The parties might seek to renew the Agreement to continue protecting their confidential information under mutually agreed terms, especially if their business relationship and exchange of sensitive information are ongoing. Renewal allows the continuity of protection and can be adjusted to include any changes that reflect new information, technologies, or business practices that might not have been covered under the initial terms .

Information will not be considered 'Confidential Information' if: (a) it is already known to the Recipient because it was disclosed by a third party who had no obligation of confidentiality; (b) it becomes publicly known without any wrongful act by the Recipient or their agents; (c) it is independently developed by the Recipient without using the confidential information disclosed under the agreement; (d) it is approved for release by the disclosing party; or (e) it is disclosed as required by a court or governmental agency, or by operation of law .

The Recipient is obliged to maintain the confidentiality of the disclosed information by not disseminating or using it outside the scope intended by the agreement. The Recipient must treat the disclosed information with at least the same level of care it would accord its own confidential information, and it must ensure that any employees who encounter this information are also bound by these obligations .

The Recipient can disclose confidential information to its employees only if it is necessary for them to know the information for the performance of their duties. Additionally, it is required that these employees have previously signed the NDA, ensuring that they are legally bound to the confidentiality obligations outlined in the agreement .

The agreement may be terminated by either party before the designated period through mutual agreement, or independently by a party giving a 30-day prior notice to the other party of its intent to terminate. This flexibility allows either party to discontinue the agreement confidently, provided that sufficient notice is given .

The agreement stipulates that the obligations under clauses about Non-Disclosure and Non-Use of Confidential Information survive the termination of the agreement and continue to be in effect for two years afterwards. This means that even after the formal termination of the agreement, the obligations to maintain confidentiality of the disclosing party's information persist, thereby ensuring ongoing protection .

The 'Exhaustive Agreement' clause establishes that the current NDA supersedes all previous oral or written agreements concerning the confidential information between the parties. This means that any former understandings, commitments, or contractual arrangements regarding confidentiality are nullified in favor of the terms outlined in the current NDA, ensuring clarity and avoidance of legal ambiguities .

In the event of a breach of the confidentiality obligations, the NDA provides that the non-breaching party may suffer irreparable damage for which no adequate legal remedy exists. Therefore, the agreement allows the injured party to seek any appropriate relief under the governing laws, which could include injunctive relief or specific performance, among other legal remedies .

The agreement specifies that it is governed by the laws of India and grants exclusive jurisdiction to the courts of Karnataka for any disputes arising from or related to the agreement. This clear delineation of jurisdiction helps streamline legal proceedings and provides a clear legal framework for dispute resolution .

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