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Non Disclosure And Restricted Use Agreement for India

Non Disclosure And Restricted Use Agreement Template for India

A comprehensive legal document governed by Indian law that establishes confidentiality obligations and usage restrictions between parties sharing sensitive information. The agreement provides detailed provisions for protecting confidential information, defines permitted uses, establishes security protocols, and outlines remedies for breach. It incorporates key elements of Indian contract law, IT Act provisions, and common law principles regarding trade secret protection, while ensuring compliance with Indian judicial precedents on confidentiality obligations.

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What is a Non Disclosure And Restricted Use Agreement?

The Non-Disclosure and Restricted Use Agreement serves as a critical legal instrument under Indian law for businesses and individuals sharing confidential information while maintaining control over its use and dissemination. This document is essential when parties need to exchange sensitive information during business negotiations, collaborations, or service engagements while ensuring legal protection. It combines traditional confidentiality provisions with specific use restrictions, making it particularly suitable for technology transfers, business partnerships, and professional services arrangements. The agreement incorporates provisions aligned with Indian contract law, information technology regulations, and established business practices, providing comprehensive protection for intellectual property and trade secrets while facilitating necessary business communications.

What sections should be included in a Non Disclosure And Restricted Use Agreement?

1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details

2. Background: Context of the agreement, purpose of sharing confidential information, and nature of business relationship

3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, standard of care, and security measures required

6. Permitted Use and Disclosure: Specific permitted purposes for using confidential information and conditions for disclosure to representatives

7. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination

8. Term and Survival: Duration of the agreement and survival of obligations post-termination

9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Non Disclosure And Restricted Use Agreement?

1. Data Protection Compliance: Specific provisions for compliance with data protection laws when confidential information includes personal data

2. Intellectual Property Rights: Additional provisions clarifying IP ownership and rights when confidential information includes IP-sensitive material

3. Export Control: Provisions for compliance with export control laws when dealing with technical data or cross-border transfers

4. Non-Solicitation: Restrictions on soliciting employees or customers, often included when parties are competitors

5. Residual Knowledge: Provisions addressing use of general knowledge and experience gained by receiving party

6. Security Requirements: Specific technical or physical security measures required for protecting confidential information

7. Force Majeure: Provisions for handling confidential information in case of force majeure events

8. Dispute Resolution: Detailed dispute resolution procedures including mediation or arbitration

What schedules should be included in a Non Disclosure And Restricted Use Agreement?

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered under the agreement

2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Schedule 4 - Permitted Purpose Details: Detailed description of the specific purposes for which confidential information may be used

5. Appendix A - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Genie AI

Document Type

Use Agreement

Cost

Free to use

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