This One-Way NDA template is specifically designed for use in India, complying with the Indian Contract Act, 1872, and related legislation governing confidential information and contractual relationships. It is particularly suitable for situations where one party (the Disclosing Party) needs to share sensitive business, technical, or proprietary information with another party (the Receiving Party) during business discussions, potential partnerships, or evaluation of business opportunities. The agreement includes comprehensive provisions for protecting confidential information, defining permitted uses, establishing security measures, and specifying remedies available under Indian law. This One-Way NDA template is essential for businesses and individuals operating in India who need to protect their proprietary information while engaging in preliminary business discussions, vendor relationships, potential partnerships, or other commercial arrangements where unilateral disclosure of confidential information is necessary.
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1. Parties: Identification of the Disclosing Party and Receiving Party with full legal names and addresses
2. Background: Context of the disclosure relationship and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Purpose', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under this agreement
5. Confidentiality Obligations: Core obligations of the Receiving Party regarding protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which the Receiving Party may disclose information to its representatives and the associated obligations
7. Exceptions to Confidentiality: Standard carve-outs for information that becomes public domain, prior knowledge, independent development, etc.
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. Remedies: Rights and remedies available to the Disclosing Party in case of breach
11. General Provisions: Standard boilerplate including governing law, jurisdiction, amendments, and notices
1. Affiliate Rights: Include when the Disclosing Party's affiliates may also share confidential information or when the Receiving Party needs to share with its affiliates
2. Data Privacy Compliance: Include when confidential information includes personal data requiring compliance with data protection laws
3. Export Control: Include when confidential information may be subject to export control regulations
4. Non-Solicitation: Include when there's a need to prevent poaching of employees or clients
5. Residual Rights: Include when allowing for use of residual knowledge by the Receiving Party
6. Competitive Activities: Include when there's a need to clarify that the agreement doesn't restrict certain competitive activities
1. Schedule 1 - Description of Purpose: Detailed description of the specific purpose for which confidential information is being shared
2. Schedule 2 - Categories of Confidential Information: Specific listing of types or categories of confidential information covered
3. Schedule 3 - Authorized Representatives: Optional list of specifically authorized representatives who may access the confidential information
Relevant legal definitions
Confidential Information
Disclosing Party
Receiving Party
Affiliates
Purpose
Representatives
Authorized Recipients
Business Day
Effective Date
Group
Intellectual Property Rights
Notice
Permitted Purpose
Trade Secrets
Proprietary Information
Material
Confidential Materials
Disclosed Information
Associated Entity
Third Party
Unauthorized Disclosure
Services
Term
Disclosing Party
Receiving Party
Affiliates
Purpose
Representatives
Authorized Recipients
Business Day
Effective Date
Group
Intellectual Property Rights
Notice
Permitted Purpose
Trade Secrets
Proprietary Information
Material
Confidential Materials
Disclosed Information
Associated Entity
Third Party
Unauthorized Disclosure
Services
Term
Clauses
Relevant Industries
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Research & Development
Pharmaceuticals
Biotechnology
Engineering
Education
Retail
Energy
Telecommunications
Real Estate
Entertainment
Relevant Teams
Legal
Business Development
Research and Development
Executive Leadership
Human Resources
Procurement
Information Technology
Product Development
Finance
Operations
Strategic Planning
Innovation
Investment
Technical Operations
Corporate Communications
Relevant Roles
Chief Executive Officer
Business Development Manager
Legal Counsel
Chief Technology Officer
Project Manager
Research Director
Investment Analyst
Product Manager
Human Resources Director
Procurement Manager
Innovation Manager
Strategic Partnership Director
Operations Manager
Technical Consultant
Chief Financial Officer
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