The Non-Disclosure Contract serves as a critical legal instrument in Indian business transactions where confidential information needs to be shared between parties. It is essential when entering into business discussions, negotiations, due diligence processes, or any situation requiring the exchange of sensitive information. The document, governed by Indian law and drawing authority from the Indian Contract Act, 1872, establishes clear obligations for handling confidential information, including its use, disclosure, and protection. It is particularly relevant in today's digital business environment, where information security is paramount, and should be implemented before any sensitive information is shared between parties. The agreement typically includes provisions for both traditional and digital information protection, considering requirements under the Information Technology Act, 2000, and incorporating remedies available under Indian law.

1. Parties: Identification and details of the parties entering into the NDA, including registered addresses and company registration numbers if applicable

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

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Affiliate'

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

5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and permitted uses

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

7. Security Measures: Required security measures for protecting confidential information

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

9. Term and Survival: Duration of the agreement and which obligations survive termination

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

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