Strictly Confidential
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“NDA”/"Agreement") is made on _____________ day of __________
month of ___________ year (“Effective Date”), at ________ place/ location, by and between:
___________________________________________, a Sole Proprietary firm/ Partnership firm of Shri/Smt.
________________________________/ Private Limited company/ Limited company, having its registered office at
________________________________________________________ and corporate office at
_______________________________________________ (“XYZ”), which shall, unless repugnant to or inconsistent
with the context otherwise mean and include its authorized representatives, successors and assigns), and
___________________________________________, a Sole Proprietary firm/ Partnership firm of Shri/Smt.
________________________________/ Private Limited company/ Limited company, having its registered office at
________________________________________________________ and corporate office at
_______________________________________________ (“ABC”), which shall, unless repugnant to or inconsistent
with the context otherwise mean and include its authorized representatives, successors and assigns).
XYZ and ABC shall hereinafter be collectively referred to as the “Parties” and individually as “Party”.
The Parties agree as follows:
1. Purpose: XYZ is engaged in the business of ___________________________________________ and ABC
is into the business of ________________________________________________. The Parties are willing to
enter into discussions pertaining to a potential business relationship, pursuant to which either Party (“Disclosing
Party”) may disclose to the other Party (Receiving Party”) confidential information, trade secrets, data, policy,
process, samples and/or any other information that the Disclosing Party desires the Receiving Party to treat as
confidential.
2. "Confidential Information" means (a) any information disclosed by Disclosing Party to the Receiving Party,
either directly or indirectly, in writing, orally, electronically, other media format, and/or in tangible objects,
including, without limitation, business plans, customer data, customer lists, customer names and other details,
designs, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration
information, know-how, ideas, designs, discoveries, market information, marketing plans, processes, products,
product plans, research, specifications, software, source code, trade secrets, data, product information or any
other information which is designated as "confidential," "proprietary" or some similar designation, or any third
party information that the Disclosing Party has an obligation of confidentiality to protect (collectively, the
"Disclosed Materials") and (b) any information otherwise obtained, directly or indirectly, by the Receiving
Party through inspection, review or analysis of the Disclosed Materials.
3. Exceptions: Confidential Information shall not, however, include any information that (i) was publicly known
and made generally available in the public domain prior to the time of disclosure by the Disclosing Party;
(ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the
Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the
Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party's files and
records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party
lawfully in possession of such information, without a breach of such third party's obligations of confidentiality
and as shown by documents and other competent evidence in the Receiving Party's possession; or (v) is
independently developed by the Receiving Party without use of or reference to the Disclosing Party's
Confidential Information, as shown by documents and other competent evidence in the Receiving Party's
possession.
4. Non - Use and Non - Disclosure: The Receiving Party agrees not to use, directly or indirectly, in whole or in
part, any Confidential Information of Disclosing Party for any purpose except to providing the services as above
said to the Disclosing Party. Receiving Party agrees not to disclose any Confidential Information of Disclosing
Party, except as specifically provided for in this Agreement. The Receiving Party may disclose the Confidential
Information of the Disclosing Party to its employees who are required to have the information in order to
provide the services to the Disclosing Party. If a Receiving Party is required by law to make any disclosure that
is prohibited or otherwise constrained by this Agreement, the Receiving Party will provide the Disclosing Party
with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other
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appropriate relief. Subject to the foregoing sentence, Receiving Party may furnish that portion (and only that
portion) of the Confidential Information that the Receiving Party is legally compelled or is otherwise legally
required to disclose; provided, however, that the Receiving Party shall provide such assistance as the Disclosing
Party may reasonably request in obtaining such order or other relief.
5. Maintenance of Confidentiality: Receiving Party agrees that it shall take reasonable measures to protect the
secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party.
Without limiting the foregoing, Receiving Party agrees to take at least those measures that it takes to protect its
own confidential information of a similar nature, but in no case less than reasonable care (including, without
limitation, all precautions the Receiving Party employs with respect to its confidential materials). Receiving
Party shall ensure that its employees who have access to the Confidential Information of the Disclosing Party
have signed a non-use and non-disclosure agreement in content similar to the provisions of this Agreement or
are otherwise legally obligated not to disclose such Confidential Information, prior to any disclosure of
Confidential Information to such employees. Receiving Party shall not make any copies of the Confidential
Information of the Disclosing Party except upon the prior written approval of the Disclosing Party.
The Receiving Party shall promptly notify the Disclosing Party any use or disclosure of Confidential
Information of the Disclosing Party in violation of this Agreement of which the Receiving Party becomes aware.
6. No Warranty & Assumption of Risk: The information, including all Confidential Information, are Provided
to the Receiving Party “As is” basis. The Disclosing Party makes no warranty express, implied, statutory or
otherwise regarding the accuracy, completeness, functionality, non-infringement, its fitness for a particular
purpose or merchantability of the information disclosed by the Disclosing Party to the Receiving Party.
7. Return of Materials: All documents, data and other tangible objects (in whatever media or format) containing
or representing Confidential Information that have been disclosed by Disclosing Party to the Receiving Party
and all copies or extracts thereof that are in the possession of the Receiving Party, shall be and remain the
property of the Disclosing Party and shall be promptly returned to the Disclosing Party.
8. No License or Transfer of rights: Nothing in this Agreement is intended to grant any rights to Receiving Party
including without limitation proprietary right, copyright, rights on trademark or service mark, or other
intellectual property right of the Disclosing Party, nor shall this Agreement grant Receiving party any rights in
or to the Confidential Information of the Disclosing Party. Disclosing Party shall not use or cause to be
published in any kind of media or communication the name, logo or other identifying information of Disclosing
Party to this Agreement without the prior expressed written consent of the Disclosing Party.
9. Term: The obligations of Receiving Party under this Agreement shall survive until such time as all Confidential
Information of the other party disclosed hereunder becomes publicly known and made generally available
through no action or inaction of the Receiving Party.
10. Availability of Equitable Relief: Receiving Party understands and agrees that breach or threatened breach of
this Agreement will cause irreparable injury to the Disclosing Party and that money damages will not provide
an adequate remedy for such breach or threatened breach, and Receiving Party hereby further agrees that, in
the event of such a breach or threatened breach, the Disclosing party will also be entitled to equitable relief,
including injunctive relief and specific performance. The rights of Disclosing Party under this Agreement are
cumulative and Disclosing Party's exercise of one right shall not waive the Disclosing Party's right to assert any
other legal remedy. Should any proceeding or litigation be commenced between the Parties hereto concerning
the terms of this Agreement, or the rights and duties of the Parties hereto, the prevailing Party in such
proceeding or litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum
as and for the prevailing Party's attorneys' fees.
11. Governing Law and Jurisdiction: This Agreement shall be subject to, and interpreted in accordance with,
the laws of __________. The parties agree to the exclusive venue and jurisdiction of the courts situated at
__________________.
12. Severability: If any provision of this Agreement is found to be illegal or unenforceable, the other provisions
shall remain effective and enforceable to the greatest extent permitted by law.
13. Counterparts and Facsimiles: The Parties may execute this Agreement in counterparts, each of which is
deemed an original, but all of which together constitute one and the same agreement. This Agreement may be
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delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as
originals.
14. Expenses: Each of the Parties shall be responsible for its own expenses. Receiving Party shall be completely
responsible for its cost and expenses in conducting any evaluations, and reporting the results of an evaluation,
unless other specific arrangements are made in writing prior to the expenses being incurred.
15. Survival: This Agreement shall survive the termination of any other Agreement executed between the parties
hereto.
16. Miscellaneous: This Agreement shall benefit and bind the parties and their respective successors, heirs, legal
representatives and permitted assigns. This Agreement constitutes the entire Agreement between the Parties
with respect to the Opportunity and supersedes all prior written and oral agreements between the Parties
regarding the subject matter of this Agreement, and neither Party shall have any obligation, express or implied
by law, with respect to trade secret or proprietary information of the other Party except as set forth in this
Agreement. Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, or
other business relationship or association between the Parties. No provision of this Agreement may be waived
except by a writing executed by the Party against whom the waiver is to be effective. A Party's failure to
enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the
Party from enforcing any other provision of this Agreement. No provision of this Agreement may be amended
or otherwise modified except by a writing signed by the Parties to this Agreement. This agreement supersedes
any prior agreement for the same purpose between the Parties or their representatives.
By their signatures below, the authorized representatives of each of the Parties acknowledges their agreement to this
Mutual Non-Disclosure Agreement made on the Effective Date first written above.
For, XYZ For, ABC
___________________________ ____________________________
(Authorised Signatory) (Authorised Signatory)
Name: Name:
Designation: Designation:
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