IP Non Disclosure Agreement for India

IP Non Disclosure Agreement Template for India

This IP Non-Disclosure Agreement is a comprehensive legal document governed by Indian law, designed to protect confidential intellectual property and proprietary information shared between parties. It incorporates provisions from various Indian statutes including the Indian Contract Act 1872, Information Technology Act 2000, and relevant IP legislation. The agreement establishes clear obligations for handling confidential information, defines the scope of protected IP, outlines security measures, and provides remedies under Indian jurisdiction in case of breach. It includes specific provisions for digital information protection and considers India's unique legal framework regarding IP rights and confidentiality obligations.

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What is a IP Non Disclosure Agreement?

The IP Non-Disclosure Agreement serves as a crucial legal instrument for protecting intellectual property and confidential information in the Indian business environment. This document is essential when parties need to share sensitive IP-related information during business discussions, collaborations, or potential partnerships. It's particularly relevant in today's digital age where intellectual property can be easily compromised. The agreement is structured to comply with Indian legal requirements and provides comprehensive protection under various Indian IP and privacy laws. It's commonly used in scenarios involving technology transfer, R&D collaborations, joint ventures, and consulting arrangements where proprietary information needs to be shared while maintaining confidentiality. The document includes specific provisions for different types of IP (patents, trade secrets, copyrights) and considers Indian legal precedents regarding confidentiality obligations and enforcement.

What sections should be included in a IP Non Disclosure Agreement?

1. Parties: Identification and details of the disclosing and receiving parties, including registered addresses and company registration numbers

2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Intellectual Property Rights', 'Permitted Purpose', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

7. Protection Measures: Specific security measures required to protect confidential information

8. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon termination or request

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Survival Obligations: Obligations that continue after termination of the agreement

11. Remedies: Legal remedies available in case of breach, including injunctive relief

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

What sections are optional to include in a IP Non Disclosure Agreement?

1. IP Ownership: Section specifying ownership of existing and newly created IP - include when IP development or transfer is contemplated

2. Non-Solicitation: Restrictions on soliciting employees or customers - include when parties are competitors or in employer-employee contexts

3. Non-Competition: Restrictions on competitive activities - include when sharing highly sensitive business information

4. Data Protection: Specific provisions for handling personal data - include when confidential information includes personal data

5. Export Control: Compliance with export control laws - include when information may be subject to international transfer restrictions

6. Reverse Engineering Prohibition: Specific prohibition on reverse engineering - include when technical information or software is involved

7. Force Majeure: Provisions for unforeseen circumstances - include when long-term obligations are involved

8. Insurance Requirements: Obligations to maintain specific insurance coverage - include for high-value IP or high-risk scenarios

What schedules should be included in a IP Non Disclosure Agreement?

1. Schedule 1 - Description of Confidential Information: Detailed listing of specific confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and procedures for handling confidential information

4. Schedule 4 - Approved Subcontractors: List of approved third parties who may receive confidential information

5. Appendix A - Data Handling Procedures: Specific procedures for handling, storing, and transmitting confidential data

6. Appendix B - Incident Response Plan: Procedures to follow in case of unauthorized disclosure or security breach

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Manufacturing

Research & Development

Software Development

Healthcare

Automotive

Aerospace

Chemical

Electronics

Financial Services

Entertainment

Telecommunications

Education

Relevant Teams

Legal

Research and Development

Innovation

Product Development

Information Technology

Business Development

Intellectual Property

Corporate Strategy

Engineering

Scientific Affairs

Technology Transfer

Compliance

Security

Partnership Management

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Research Director

IP Counsel

Legal Counsel

Business Development Manager

Innovation Manager

Product Manager

R&D Manager

Technical Consultant

Project Manager

Software Engineer

Research Scientist

Technology Transfer Officer

Intellectual Property Manager

Corporate Counsel

Partnership Manager

Chief Innovation Officer

Chief Legal Officer

Research Coordinator

Industries
Indian Contract Act, 1872: Fundamental law governing contract formation, validity, and enforcement in India. Essential for ensuring the NDA meets basic contractual requirements of offer, acceptance, consideration, and legal enforceability.
Information Technology Act, 2000: Relevant for NDAs covering digital information and electronic records, providing legal recognition to electronic documents and digital signatures.
Patents Act, 1970: Important when the NDA covers potential patentable innovations or inventions, defining what constitutes patent rights and confidential information related to patents.
Copyright Act, 1957: Crucial for protecting confidential information that includes copyrightable works such as software, designs, or creative content.
Trade Marks Act, 1999: Relevant when the NDA covers confidential information related to trademarks, brands, or distinctive marks.
Protection of Plant Varieties and Farmers' Rights Act, 2001: Necessary if the NDA involves agricultural or horticultural innovations or plant-related intellectual property.
Specific Relief Act, 1963: Provides for remedies and enforcement mechanisms in case of breach of the NDA, including injunctive relief.
Right to Information Act, 2005: Relevant for understanding exceptions to disclosure requirements, especially if one party is a government entity or handles public information.
Constitution of India - Article 19(1)(g) and 21: Fundamental rights provisions affecting freedom to conduct business and privacy rights, which must be balanced with confidentiality obligations.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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