This Vendor NDA template is designed for use in the Indian jurisdiction when companies need to share confidential information with their vendors, suppliers, or service providers. The document is structured to comply with Indian contract law requirements and provides comprehensive protection for confidential information shared in the course of business relationships. It should be used before engaging with new vendors or updating confidentiality obligations with existing vendors who may have access to sensitive business information, trade secrets, technical data, or other proprietary information. The agreement includes essential provisions required under Indian law for enforceability, specific security measures, and remedies available under Indian jurisdiction.
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1. Parties: Identification of the disclosing party (company) and receiving party (vendor), including full legal names, addresses, and company registration details
2. Background: Context of the vendor relationship and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations of the vendor regarding the protection and non-disclosure of confidential information
6. Permitted Use and Disclosure: Specific circumstances under which the vendor may use or disclose the confidential information
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
1. Data Protection Compliance: Additional provisions for compliance with data protection laws when confidential information includes personal data
2. Intellectual Property Rights: Specific provisions regarding IP rights when confidential information includes proprietary technology or trade secrets
3. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the vendor relationship
4. Assignment and Subcontracting: Rules regarding transfer of obligations and use of subcontractors, if applicable
5. Force Majeure: Provisions for extraordinary events affecting confidentiality obligations
6. Digital Security Measures: Specific provisions for digital security when confidential information is primarily stored or transmitted electronically
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed by the vendor
4. Appendix A - Form of Acknowledgment: Template for vendor's employees or subcontractors to acknowledge NDA obligations
Relevant legal definitions
Confidential Information
Disclosing Party
Receiving Party
Authorized Representatives
Permitted Purpose
Affiliate
Agreement
Business Day
Confidential Materials
Disclosing Group
Effective Date
Information
Intellectual Property Rights
Personal Data
Representatives
Security Measures
Services
Term
Trade Secrets
Vendor Personnel
Working Hours
Third Party Information
Digital Assets
Proprietary Information
Technical Information
Disclosing Party
Receiving Party
Authorized Representatives
Permitted Purpose
Affiliate
Agreement
Business Day
Confidential Materials
Disclosing Group
Effective Date
Information
Intellectual Property Rights
Personal Data
Representatives
Security Measures
Services
Term
Trade Secrets
Vendor Personnel
Working Hours
Third Party Information
Digital Assets
Proprietary Information
Technical Information
Clauses
Confidentiality
Non-Disclosure
Information Security
Data Protection
Return of Information
Permitted Use
Term and Termination
Breach and Remedies
Governing Law
Dispute Resolution
Indemnification
Representations and Warranties
Notice
Assignment
Survival
Force Majeure
Severability
Entire Agreement
Amendment
Counterparts
Third Party Rights
Costs
Non-Disclosure
Information Security
Data Protection
Return of Information
Permitted Use
Term and Termination
Breach and Remedies
Governing Law
Dispute Resolution
Indemnification
Representations and Warranties
Notice
Assignment
Survival
Force Majeure
Severability
Entire Agreement
Amendment
Counterparts
Third Party Rights
Costs
Relevant Industries
Information Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Telecommunications
Retail
E-commerce
Research and Development
Pharmaceuticals
Automotive
Construction
Energy
Education
Relevant Teams
Legal
Procurement
Finance
Information Technology
Operations
Supply Chain
Risk & Compliance
Research & Development
Human Resources
Information Security
Vendor Management
Relevant Roles
Procurement Manager
Legal Counsel
Contract Manager
Vendor Relations Manager
Chief Financial Officer
Chief Technology Officer
Project Manager
Supply Chain Manager
Operations Director
Risk Manager
Compliance Officer
Business Development Manager
IT Security Manager
Human Resources Director
Research & Development Director
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