NDA Template

'Confidential Information' means any non-public information disclosed by one Party ('Disclosing Party') to the other Party ('Receiving Party') in connection with the Purpose, whether disclosed in writing, orally, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information includes, without limitation: business plans and strategies, financial information, customer and supplier lists, technical specifications and source code, product roadmaps, pricing information, trade secrets, and any other proprietary business information.

Confidential Information does not include information that:

• (a) Is or becomes publicly available through no breach of this Agreement by the Receiving Party
• (b) Was rightfully known to the Receiving Party prior to disclosure, as evidenced by written records
• (c) Is rightfully received from a third party without restriction on disclosure
• (d) Is independently developed by the Receiving Party without use of Confidential Information
• (e) Is required to be disclosed by applicable law, regulation, or court order (subject to Clause 5)

Each Party, as Receiving Party, agrees to:

• Hold the Confidential Information of the Disclosing Party in strict confidence
• Use the Confidential Information solely for the Purpose and for no other purpose
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party
• Protect the Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
• Limit access to Confidential Information to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this Agreement
• Promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorised use or disclosure of Confidential Information

Nothing in this Agreement grants either Party any licence or right under any patent, trademark, copyright, trade secret, or other intellectual property right, except as expressly set forth herein. All Confidential Information remains the property of the Disclosing Party.

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall: (a) provide the Disclosing Party with prompt written notice (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other remedy; (b) cooperate with the Disclosing Party in seeking such remedy; and (c) disclose only the minimum amount of Confidential Information legally required.

This Agreement shall commence on the Effective Date and continue for a period of

, unless terminated earlier by either Party upon 30 days' written notice.

The confidentiality obligations under this Agreement shall survive termination for a period of 3 (three) years from the date of termination, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Upon termination of this Agreement or upon the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all tangible materials embodying Confidential Information (including all copies and summaries thereof) and certify in writing that it has done so.

The Parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, either Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or equity, without the requirement of posting a bond or other security.

Each Party shall be liable for any breach of this Agreement by its employees, contractors, or advisors to whom it disclosed Confidential Information.

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Noida, Uttar Pradesh, India.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties relating to confidentiality.

This Agreement may only be amended by a written instrument signed by authorised representatives of both Parties.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including via DocuSign or equivalent platforms) shall be deemed valid and binding.