Mutual Non-Disclosure Agreement (NDA) Format for India

1. Purpose

The Parties wish to evaluate, discuss, negotiate and/or carry out [describe proposed transaction, project or collaboration] ("Purpose"). In connection with the Purpose, either Party may disclose Confidential Information to the other.

2. Confidential Information

"Confidential Information" means non-public information disclosed by or on behalf of the Disclosing Party in oral, written, visual, electronic, digital, machine-readable or any other form, including business plans, customer or vendor information, pricing, financial information, product plans, designs, specifications, drawings, software, source code, object code, algorithms, models, research, inventions, know-how, processes, methods, prototypes, samples, security information, credentials, personal data, trade secrets and the existence or status of discussions between the Parties.

Information will be treated as confidential where it is marked or identified as confidential, or where its nature and the circumstances of disclosure would reasonably indicate that it is confidential. The Parties may specify additional categories here: [insert transaction-specific information].

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

1. is or becomes publicly available without breach of this Agreement;
2. was lawfully known to the Receiving Party without confidentiality restriction before disclosure;
3. is lawfully obtained from a third party not known to be under a confidentiality obligation;
4. is independently developed without use of or reference to the Disclosing Party's Confidential Information; or
5. is released for disclosure by the Disclosing Party's prior written authorization.

4. Confidentiality and Limited Use Obligations

The Receiving Party shall:

1. use Confidential Information solely for the Purpose;
2. protect it using at least reasonable care and no less than the care used for its own information of similar sensitivity;
3. not disclose it except to permitted representatives who have a genuine need to know for the Purpose;
4. ensure that permitted representatives are bound by confidentiality obligations appropriate to the information disclosed;
5. not copy, reproduce or store Confidential Information beyond what is reasonably required for the Purpose; and
6. promptly notify the Disclosing Party after becoming aware of any material unauthorized access, use or disclosure, subject to applicable law.

5. Permitted Representatives

"Representatives" may include a Party's directors, officers, employees, affiliates, professional advisers, auditors, financiers, consultants and contractors who need the information for the Purpose. The Receiving Party remains responsible for disclosure to its Representatives to the extent provided by applicable law and this Agreement.

6. Required Disclosure

If disclosure is required by law, regulation, a court, tribunal, governmental authority or recognized stock exchange, the Receiving Party may disclose only the portion legally required. To the extent legally permitted and reasonably practicable, it shall give the Disclosing Party prompt prior notice and reasonable cooperation to seek protective or confidential treatment.

7. Personal Data and Security

Where Confidential Information includes personal data, each Party shall process such data only as necessary for the Purpose and in accordance with applicable Indian data-protection law, including the Digital Personal Data Protection Act, 2023 and rules thereunder to the extent applicable and in force from time to time. The Parties shall implement reasonable technical and organizational safeguards appropriate to the nature of the data and the risks involved.

Nothing in this Agreement by itself authorizes a Party to process personal data where a separate notice, consent, contractual arrangement or other lawful basis is required.

8. Reverse Engineering and Technical Material

Except to the extent expressly authorized in writing or permitted by mandatory applicable law, the Receiving Party shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the composition, structure, source code or underlying ideas of prototypes, software, samples or other technical material supplied as Confidential Information.

9. Ownership and No Licence

All Confidential Information remains the property of the Disclosing Party or its lawful owner. No intellectual-property right, licence, assignment, transfer or other proprietary interest is granted merely by disclosure, except the limited right to use the information for the Purpose in accordance with this Agreement.

10. Return, Deletion or Destruction

Upon written request or termination of discussions, the Receiving Party shall, subject to applicable law and bona fide automatic backup/archival systems, return or securely destroy the Disclosing Party's Confidential Information and, if requested, confirm completion in writing. One archival copy may be retained solely where required for legal, regulatory, compliance or professional-record purposes and shall remain protected under this Agreement.

11. Term and Survival

This Agreement begins on the Effective Date and remains in force for [__] years unless terminated earlier by either Party on [__] days' written notice. Confidentiality and restricted-use obligations for information disclosed during the term shall survive for [__] years after disclosure or termination.

For information that qualifies as a trade secret or otherwise remains protectable as confidential information under applicable law, the Parties may agree that the relevant confidentiality obligations continue for so long as that information lawfully retains such confidential character.

12. No Obligation to Proceed; No Warranty

Neither Party is obliged to proceed with any proposed transaction merely because it enters this Agreement. Unless separately agreed in writing, Confidential Information is provided "as is", and the Disclosing Party does not make a representation or warranty as to its completeness or fitness for any particular purpose.

13. Remedies

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause harm for which monetary compensation alone may not always be an adequate remedy. Subject to applicable law, the affected Party may seek available interim, preventive or injunctive relief in addition to damages or other remedies that may be legally available.

14. Non-Solicitation / Non-Compete Restrictions

No non-compete, employee non-solicitation, customer non-solicitation or similar restraint is created by this Agreement unless expressly inserted after obtaining advice on its validity and enforceability under applicable Indian law. The confidentiality obligations in this Agreement are intended to protect Confidential Information and are not intended to prohibit lawful competition by themselves.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of India. The courts at [City, State/UT] shall have jurisdiction, subject to the arbitration clause below.

Any dispute arising out of or relating to this Agreement that is not resolved amicably within [30] days may be referred to arbitration by a sole arbitrator mutually appointed by the Parties in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The seat and venue of arbitration shall be [City, India]. The language of arbitration shall be English. Either Party may seek urgent interim relief from a competent court or tribunal as permitted by law.

16. Notices

Notices under this Agreement shall be sent to the addresses and email IDs stated below, or to any replacement contact notified in writing. The Parties should specify the agreed method and deemed-delivery rules for email, courier and registered post.

17. Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor in connection with a bona fide merger, reorganization or transfer of substantially all relevant business or assets, provided the successor assumes the applicable obligations under this Agreement.

18. Entire Agreement; Amendment; Waiver; Severability

This Agreement constitutes the entire understanding between the Parties concerning the confidentiality of information exchanged for the Purpose and supersedes prior discussions on that subject. Any amendment must be in writing and agreed by authorized representatives of both Parties. Failure to enforce a provision is not a waiver. If a provision is held invalid or unenforceable, the remaining provisions shall continue to the extent permitted by law.

19. Electronic Execution and Counterparts

This Agreement may be executed in counterparts and, where legally permissible, through electronic means. Electronic records and electronic signatures shall have the effect provided by applicable law, including the Information Technology Act, 2000. The Parties should use an execution method appropriate to the nature of the document and applicable stamp, registration and evidentiary requirements.

20. Authority

Each signatory represents that he or she is duly authorized to execute this Agreement on behalf of the relevant Party.