This Simple Confidentiality Agreement template is designed for use in the Indian business context where parties need to share sensitive information while ensuring legal protection. It serves as a fundamental tool for businesses and individuals operating under Indian jurisdiction who need to disclose confidential information in various scenarios such as business discussions, potential partnerships, or service engagements. The document incorporates essential elements required under Indian law, including provisions from the Indian Contract Act, 1872, and common law principles protecting trade secrets. This template is particularly suitable for straightforward business relationships where one party needs to share sensitive information with another, providing a balanced approach to confidentiality protection while remaining simple enough for regular business use.
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1. Parties: Identification of the party disclosing confidential information (Discloser) and the party receiving it (Recipient), including full legal names and addresses
2. Background: Brief context explaining why the agreement is being entered into and the general purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant definitions
4. Confidentiality Obligations: Core obligations of the Recipient regarding the protection and non-disclosure of confidential information
5. Permitted Uses and Disclosures: Specific circumstances under which the confidential information may be used or disclosed
6. Security Measures: Required procedures and safeguards for protecting confidential information
7. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination
8. Term and Survival: Duration of the agreement and which obligations survive termination
9. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
10. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices
1. Mutual Obligations: Used when both parties will be sharing confidential information (converting the one-way NDA to a mutual NDA)
2. Intellectual Property Rights: Added when confidential information includes IP that needs specific protection provisions
3. Data Privacy Compliance: Required when confidential information includes personal data requiring compliance with privacy laws
4. Non-Solicitation: Optional clause preventing the recipient from soliciting employees or customers of the discloser
5. Specific Industry Requirements: Additional provisions required for regulated industries (e.g., healthcare, financial services)
6. Remedies and Indemnification: Detailed provisions about specific remedies and indemnification in case of breach
7. Representatives' Obligations: Detailed provisions regarding obligations of employees, agents, and advisors who may access the information
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling the confidential information
Relevant legal definitions
Clauses
Confidentiality
Non-Disclosure
Permitted Use
Security Measures
Return of Information
Term and Termination
Breach and Remedies
Governing Law
Jurisdiction
Notices
Assignment
Entire Agreement
Amendments
Severability
Force Majeure
Third Party Rights
Data Protection
Intellectual Property
Survival
Dispute Resolution
Non-Disclosure
Permitted Use
Security Measures
Return of Information
Term and Termination
Breach and Remedies
Governing Law
Jurisdiction
Notices
Assignment
Entire Agreement
Amendments
Severability
Force Majeure
Third Party Rights
Data Protection
Intellectual Property
Survival
Dispute Resolution
Relevant Industries
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Real Estate
Retail
Education
Telecommunications
Entertainment
Research and Development
Biotechnology
Construction
Energy
Consulting
Relevant Teams
Legal
Human Resources
Executive Leadership
Business Development
Procurement
Research and Development
Operations
Finance
Information Technology
Sales
Corporate Development
Administrative
Project Management
Compliance
Strategy
Relevant Roles
Chief Executive Officer
Business Development Manager
Legal Counsel
Human Resources Manager
Project Manager
Research Director
Operations Manager
Procurement Manager
Investment Analyst
Technology Director
Sales Manager
Contract Administrator
Chief Financial Officer
Consultant
Department Head
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