How to use this format
- •Fill in both parties' legal names, registration numbers and registered addresses.
- •Set a realistic confidentiality period; 3 to 5 years is standard, and trade secrets can be carved out as perpetual.
- •Execute on stamp paper of the value applicable in your state, and have each page initialled.
Parties and date
This Mutual Non-Disclosure Agreement is made on [DATE] between [PARTY A NAME], [ENTITY TYPE] having [CIN / LLPIN / REGISTRATION NUMBER], with registered office at [ADDRESS] ('Party A'), and [PARTY B NAME], [ENTITY TYPE] having [CIN / LLPIN / REGISTRATION NUMBER], with registered office at [ADDRESS] ('Party B').
1. Purpose
The parties wish to explore [DESCRIBE PURPOSE] and may disclose confidential information to each other for that purpose only.
2. Confidential information
'Confidential Information' means all non-public information disclosed by one party to the other in any form, including business plans, financial data, customer and supplier lists, pricing, technical data, source code, designs and know-how, whether or not marked confidential.
3. Exclusions
Confidential Information does not include information that is or becomes public without breach of this Agreement, was lawfully known to the receiving party before disclosure, is independently developed without use of the disclosing party's information, or is lawfully received from a third party without restriction.
4. Obligations
Each party shall use the other's Confidential Information solely for the Purpose, disclose it only to employees and advisers who need to know and are bound by equivalent obligations, and protect it with at least the care it applies to its own confidential information.
5. Compelled disclosure
A party may disclose Confidential Information where required by law, court order or a regulator, provided it gives prompt written notice to the other party where legally permitted and discloses only the minimum required.
6. Term and return of information
This Agreement takes effect on the date above and continues for [NUMBER] years. On written request, each party shall return or destroy the other's Confidential Information, save for copies required to be retained by law.
7. No licence, no obligation
Nothing in this Agreement grants any licence to intellectual property, or obliges either party to enter into any further transaction.
8. Remedies
The parties agree that a breach may cause irreparable harm for which damages alone may be inadequate, and that the aggrieved party may seek injunctive relief in addition to any other remedy.
9. Governing law and jurisdiction
This Agreement is governed by the laws of India, and the courts at [CITY] shall have exclusive jurisdiction. Disputes may first be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at [CITY].
Execution
For [PARTY A NAME] ____________________ Name: [NAME] Designation: [DESIGNATION]
For [PARTY B NAME] ____________________ Name: [NAME] Designation: [DESIGNATION]
Stamp duty on an NDA varies by state; unstamped agreements can face admissibility objections in evidence.
This is a general format and does not account for sector-specific data protection or cross-border transfer requirements.
This is a general format provided as public information, not professional advice for your specific facts. Jurisync LLP is not a law firm; drafting engagements are handled by independent qualified professionals.