Aug 04,2020 | 05 min read

NDA Agreement

NDA- is a legal document that helps in preventing and protecting the information of your business/company or between two or more individuals which you think is very important and is of sensitive nature, simultaneously it needs to be shared. Since leakage of any such information can cause your organization huge unexpected problems and losses. So, by making another person sign or getting them to sign this agreement can help you in minimizing the fear of such loss or leakage. As in case of such events, the person in breach or in violation can be made liable and reimbursement can be easily claimed. It is more like a private contract between the parties which can be two or more.

Non-disclosure Agreement Template

 This Nondisclosure Agreement (the “Agreement”) is entered into by & between _______________ with its registered office at _______________, which be addressed hereas (“Disclosing Party“) and _______________, located at _______________ (“Receiving Party“) for the purpose of preventing and protecting the unauthorized disclosure of Confidential Information as defined below. The parties herein have agreed to enter into a confidential relationship with respect to the disclosure of certain branded and confidential information (“Confidential Information”).

1. Confidential  Information.

“Confidential Information” in the agreement shall mean and includes all the information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. And, all the information that is in the database in print or electronic form, Trade secrets, literature, inductions/ marketing methods and other such proprietary information, business plans, strategies, methods and/or practices whether it is affixed or demonstrated and/ or disclosed or forwarded in print or by any electronic means to the other party or any other information that is not generally known to the public, including but not limited to information about Disclosing Party’s personnel, products, formulations, services or future business plans.  It will be part of the terms and conditions of this Agreement whether explicit or implied, that is subsisting on the date of this Agreement;

2.  Obligations of Receiving Party

Receiving Party shall maintain the Confidential Information exclusively for the benefit of the Disclosing Party. Receiving Party shall carefully make sure to restrict access to Confidential Information to employees, any third parties, agents, representatives as reasonably required and shall require them to sign nondisclosure as per the need of this Agreement. Receiving Party shall seek,  prior written approval of Disclosing Party, to make use for Receiving Party’s or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to the Disclosing Party all records, or destroy such information or handover any corporeal materials that may in its possession pertaining to Confidential Information immediately once the Disclosing Party has asked to.

3. Acknowledgement of Confidentiality.

 The Receiving Party hereby acknowledges that all Confidential Information that he/she/person is made privy to during their course of association with the Disclosing Party is in the nature of confidential and proprietary information and protected as such.   

4. Remedies & Reimbursement Claim:

 Receiving Party agrees to acknowledge and accept that any disclosure, of any such confidential Information, prevented and prohibited herein or any breach of the provisions herein may result in irreparable harm that will cause damages to Disclosing Party for which the Receiving Party will be made liable in addition to all other remedies available to it at law or in equity.
The Disclosing Party shall also obtain and seek injunctions by the courts of jurisdiction of whose whole cost and fees that may incur be borne by the Disclosing Party in enforcing these provisions of this Agreement.

5. Term 

This Agreement shall subsist during the course of our association whatsoever with the Disclosing Party as well as for a number of  __years.

6.   Severability 

The provisions of this Agreement shall be deemed to be severable, and the unenforceability of any one or more of its provisions shall not affect the enforceability of any other provisions.

7.  Waiver

 The failure to exercise any of the right(s) provided in this Agreement shall not be a waiver of prior or subsequent rights.

8. Force Majeure

No Party shall be responsible for any failure to perform its obligations under this Agreement due to causes beyond its control included but not limited to acts of God, war, riot fire, flood and accidents.

9. Notice and communications

 All the notices and communications required to be served under this Agreement shall be in writing and any communication and delivery shall be deemed to have been duly made if actually delivered or after __ days after mailing, if mailed through registered post addressed.

10. Assignability
This Agreement and each party’s obligations shall be binding on all the representatives, agents, assigns and successors of such party wherever applicable.

In Witness Whereof, the parties hereto have caused this Agreement to be executed as the date of the written above. 

Witness 1 : DISCLOSING PARTY (details of name/address/contact)

Name / Address details/contact details Dated:

Witness 2 : RECEIVING PARTY (details of name/address/contact)

Name / Address details/contact details Dated:

7 Key Points in a Non-Disclosure Agreement

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Lawyered Team

Lawyered Team