Mutual Non-Disclosure Agreement format

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is made on [EFFECTIVE DATE] (the "Effective Date") by and between:

[PARTY A NAME], a company incorporated under the Companies Act, 2013 (or the Companies Act, 1956), having its registered office at [PARTY A ADDRESS] (hereinafter "Party A"); and

[PARTY B NAME], a company incorporated under the Companies Act, 2013 (or the Companies Act, 1956), having its registered office at [PARTY B ADDRESS] (hereinafter "Party B"). Party A and Party B are together the "Parties" and each a "Party".

Purpose

The Parties wish to explore [PURPOSE] (the "Purpose") and, in connection therewith, may disclose to each other certain confidential and proprietary information.

1. Confidential Information

1. "Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether oral, written, electronic or in any other form, including business plans, financials, customer and supplier data, technical data, know-how, source code, and the existence and terms of this Agreement.

2. Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

2. Obligations of the Receiving Party

3. The Receiving Party shall use the Confidential Information solely for the Purpose and shall protect it with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.

4. The Receiving Party shall not disclose Confidential Information to any third party except to its employees, directors, and professional advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those herein.

5. If the Receiving Party is required by law or court order to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order.

3. Term and Return

6. This Agreement commences on the Effective Date and continues for [TERM YEARS] years, provided that the confidentiality obligations shall survive for [SURVIVAL YEARS] years from the date of disclosure.

7. Upon written request or termination, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing.

4. General

8. No licence or intellectual property right is granted under this Agreement except the limited right to use the Confidential Information for the Purpose.

9. This Agreement is governed by the laws of India. Subject to the arbitration clause below, the courts at the seat of arbitration ([ARBITRATION SEAT]) shall have exclusive jurisdiction. This Agreement shall be stamped under the stamp law of the State in which it is executed.

10. Any dispute arising out of or in connection with this Agreement shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at [ARBITRATION SEAT].

11. This Agreement constitutes the entire understanding between the Parties on its subject matter and supersedes all prior discussions. No amendment is effective unless in writing and signed by both Parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

For and on behalf of Party A:

_______________________________

Name: [PARTY A SIGNATORY]

Designation: [PARTY A DESIGNATION]

For and on behalf of Party B:

_______________________________

Name: [PARTY B SIGNATORY]

Designation: [PARTY B DESIGNATION]