A Proprietary Information Agreement is a crucial legal instrument used when parties need to share confidential or sensitive information while ensuring its protection. This document, governed by Indian law, is commonly used in business negotiations, potential partnerships, employment relationships, or any situation where proprietary information needs to be disclosed under controlled conditions. The agreement typically covers various types of confidential information including trade secrets, technical know-how, customer data, business strategies, and intellectual property. It establishes clear obligations for handling such information, permitted uses, security measures, and consequences of breach. The document incorporates provisions compliant with Indian legal framework, including the Contract Act 1872, Information Technology Act 2000, and common law principles, making it enforceable in Indian courts.
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1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses
2. Background: Context of the agreement, purpose of sharing confidential information, and relationship between the parties
3. Definitions: Clear definitions of key terms including '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 non-disclosure, non-use, and standard of care requirements
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Security Measures: Specific measures required to protect confidential information
8. Return or Destruction: Requirements for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and termination provisions
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
12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Competitive Activities: Restrictions on competitive activities, used when there's a need to prevent competitive use of information
2. Data Protection Compliance: Specific provisions for compliance with data protection laws, used when personal data is involved
3. Export Control: Provisions regarding export control regulations, used when information may be subject to export restrictions
4. Reverse Engineering: Specific prohibition on reverse engineering, used particularly for software or technical information
5. Residual Knowledge: Provisions regarding use of residual knowledge, used in professional services contexts
6. Non-Solicitation: Restrictions on soliciting employees or customers, used when there's risk of talent or customer poaching
7. Audit Rights: Rights to audit compliance, used for highly sensitive information or regulated industries
8. Insurance Requirements: Obligations to maintain specific insurance coverage, used for high-value or high-risk information
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access the confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols to be followed
4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted purpose and scope of use
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives or third parties
6. Appendix B - Data Handling Procedures: Specific procedures for handling, storing, and transmitting confidential information
Relevant legal definitions
Confidential Information
Affiliate
Agreement
Authorized Purpose
Authorized Representatives
Business Day
Disclosing Party
Receiving Party
Effective Date
Group
Information
Intellectual Property Rights
Party/Parties
Permitted Recipients
Personal Data
Representatives
Residual Information
Security Breach
Subsidiary
Technical Information
Term
Trade Secrets
Proprietary Information
Confidential Materials
Derived Information
Excluded Information
Notice
Person
Related Party
Security Requirements
Affiliate
Agreement
Authorized Purpose
Authorized Representatives
Business Day
Disclosing Party
Receiving Party
Effective Date
Group
Information
Intellectual Property Rights
Party/Parties
Permitted Recipients
Personal Data
Representatives
Residual Information
Security Breach
Subsidiary
Technical Information
Term
Trade Secrets
Proprietary Information
Confidential Materials
Derived Information
Excluded Information
Notice
Person
Related Party
Security Requirements
Clauses
Confidentiality
Non-Disclosure
Non-Use
Information Security
Return of Information
Permitted Disclosures
Term and Termination
Remedies
Indemnification
Warranties
Assignment
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Survival
Third Party Rights
Counterparts
Data Protection
Intellectual Property
Representatives' Obligations
Security Measures
Breach Notification
Export Control
Non-Solicitation
Publicity
Non-Disclosure
Non-Use
Information Security
Return of Information
Permitted Disclosures
Term and Termination
Remedies
Indemnification
Warranties
Assignment
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Survival
Third Party Rights
Counterparts
Data Protection
Intellectual Property
Representatives' Obligations
Security Measures
Breach Notification
Export Control
Non-Solicitation
Publicity
Relevant Industries
Technology
Healthcare
Manufacturing
Financial Services
Professional Services
Research & Development
Pharmaceuticals
Telecommunications
Consumer Products
Energy
Automotive
Aerospace
Biotechnology
Education
Entertainment & Media
Relevant Teams
Legal
Human Resources
Research & Development
Information Technology
Business Development
Procurement
Executive Leadership
Innovation
Information Security
Operations
Finance
Compliance
Intellectual Property
Relevant Roles
Chief Executive Officer
Chief Technology Officer
Legal Counsel
Business Development Manager
Research Director
Human Resources Director
Project Manager
Innovation Manager
Procurement Manager
Information Security Officer
Operations Manager
Product Development Manager
Strategic Partnership Director
Intellectual Property Manager
Chief Financial Officer
Compliance Officer
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