Mutual Non Disclosure Agreement for India

Mutual Non Disclosure Agreement Template for India

A comprehensive bilateral confidentiality agreement governed by Indian law, designed to protect confidential information exchanged between two parties. This agreement ensures mutual protection of sensitive business information, trade secrets, and proprietary data, incorporating key provisions of Indian contract law and information technology legislation. The document includes robust confidentiality obligations, clearly defined permitted uses, security requirements, and enforcement mechanisms compliant with Indian legal requirements, particularly the Indian Contract Act, 1872 and the Information Technology Act, 2000.

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What is a Mutual Non Disclosure Agreement?

The Mutual Non Disclosure Agreement (NDA) is essential for businesses in India engaging in preliminary discussions, negotiations, or collaborations where confidential information needs to be shared. This document becomes particularly relevant during business negotiations, joint ventures, potential partnerships, or any situation requiring bilateral exchange of sensitive information. Governed by Indian law, particularly the Indian Contract Act, 1872, and the Information Technology Act, 2000, it provides legal protection for both parties' confidential information, including trade secrets, business strategies, technical data, and intellectual property. The agreement is structured to ensure equal obligations and rights for both parties, making it suitable for balanced business relationships where trust and confidentiality are paramount.

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

1. Parties: Identification of all parties to the agreement with their full legal names, addresses, and company registration details

2. Background: Context of the agreement, including the purpose of information sharing and the nature of the proposed business relationship

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Representatives', '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 use restrictions, security measures, and standard of care

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

7. Term and Survival: Duration of the agreement and survival of obligations after termination

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Remedies: Available remedies in case of breach, including injunctive relief and damages

10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and amendments

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

1. Non-Solicitation: Prevents parties from soliciting each other's employees or clients - included when parties are competitors or have valuable human resources

2. Data Protection Compliance: Specific provisions for handling personal data - included when confidential information includes personal data

3. Export Control: Provisions for compliance with export control laws - included when information may be subject to international transfer restrictions

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

5. Information Security Requirements: Specific technical and organizational security measures - included when dealing with highly sensitive or regulated information

6. Force Majeure: Provisions for unforeseen circumstances - included when long-term information sharing is contemplated

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

1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific business purpose for which confidential information may be used

2. Schedule 2 - Authorized Representatives: List of authorized representatives from each party who may access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Appendix A - Types of Confidential Information: Detailed categorization of different types of confidential information covered

5. Appendix B - Information Handling Procedures: Specific procedures for marking, storing, and transmitting confidential information

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

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Education

Retail

Telecommunications

Pharmaceuticals

Software Development

Consulting

Energy

Real Estate

Media & Entertainment

Relevant Teams

Legal

Compliance

Executive Leadership

Business Development

Research and Development

Human Resources

Information Technology

Finance

Operations

Procurement

Corporate Strategy

Information Security

Risk Management

Corporate Affairs

Project Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Chief Technology Officer

Project Manager

Human Resources Director

Chief Financial Officer

Research Director

Procurement Manager

Operations Manager

Investment Manager

Partnership Manager

Compliance Officer

Contract Manager

Industries
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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