Free NDA template compliant with Indian law. Covers Indian Contract Act 1872, IT Act 2000 electronic execution, stamp duty considerations, and Indian jurisdiction clauses.
This Non-Disclosure Agreement ("Agreement") is executed on [Date] at [City, India] between [Disclosing Party Name], a company incorporated under the Companies Act, 2013, having its registered office at [Address, India] (hereinafter referred to as the "Disclosing Party"), AND [Receiving Party Name], [a company incorporated under the Companies Act, 2013 / an individual residing at] [Address, India] (hereinafter referred to as the "Receiving Party").
"Confidential Information" shall mean and include all information disclosed by the Disclosing Party, whether in oral, written, electronic, or any other form, including but not limited to: trade secrets, know-how, inventions, business strategies, financial information, customer data, technology, source code, algorithms, and any information that is marked confidential or would be reasonably understood to be confidential. Information exchanged electronically shall be governed by the provisions of the Information Technology Act, 2000.
The Receiving Party shall: (a) maintain the Confidential Information in strict confidence using not less than the same degree of care as it uses for its own confidential information; (b) not disclose the Confidential Information to any third party without prior written consent; (c) use the Confidential Information solely for the Purpose defined herein; (d) restrict access to personnel who have executed confidentiality undertakings; (e) comply with all applicable Indian laws including the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023, as applicable.
The obligations under this Agreement shall not apply to information that: (a) is or becomes part of the public domain without breach of this Agreement; (b) was lawfully in possession of the Receiving Party prior to disclosure, as evidenced by written records; (c) is independently developed without reference to the Confidential Information; (d) is received from a third party without restriction; (e) is required to be disclosed under Indian law, regulation, or order of a court or tribunal, provided the Receiving Party gives prompt written notice to enable the Disclosing Party to seek protective relief.
This Agreement shall be valid for a period of [3] years from the date of execution. This Agreement may be executed electronically in accordance with Section 5 of the Information Technology Act, 2000, and electronic signatures shall be deemed valid. The Parties acknowledge that this Agreement may attract stamp duty under the Indian Stamp Act, 1899 (as applicable in the relevant state), and the Parties shall bear stamp duty as mutually agreed or as required by law.
This Agreement shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872 and the Information Technology Act, 2000. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts at [City, India]. The Parties agree to first attempt resolution through mediation before initiating court proceedings.
Signature — Party A
Signature — Party B
Free NDA template for protecting confidential business information. Covers mutual and unilateral confidentiality obligations, exclusions, and remedies.
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View templateDisclaimer: This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction. Consult a qualified legal professional before using this document for any binding agreement. ContractClaw Sign is not a law firm and does not provide legal services.
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