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Non Disclosure Agreement For Subcontractor Template for India

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Key Requirements PROMPT example:

Non Disclosure Agreement For Subcontractor

"I need a Non-Disclosure Agreement for Subcontractor to protect sensitive IT infrastructure data and client information, as we're engaging an external software development team based in Bangalore for a 12-month project starting January 2025."

Document background
The Non-Disclosure Agreement For Subcontractor is essential when companies in India engage external subcontractors who need access to confidential information to perform their services. This document becomes particularly critical in scenarios where subcontractors may have access to sensitive business information, trade secrets, intellectual property, or client data. The agreement, governed by Indian law, establishes clear confidentiality obligations, defines the scope of protected information, and outlines specific security measures required of subcontractors. It includes provisions aligned with Indian legal requirements, including remedies available under the Indian Contract Act, 1872, and addresses both physical and digital information protection. The document is designed to protect the main contractor's interests while facilitating necessary information sharing for project execution.
Suggested Sections

1. Parties: Identification of the main contractor and subcontractor, including their registered addresses and company details

2. Background: Context of the relationship between parties and purpose of the NDA

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Trade Secrets'

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

5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information

6. Security Measures: Specific measures required to protect confidential information

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Term and Survival: Duration of the agreement and surviving obligations

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

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

Optional Sections

1. Intellectual Property Rights: Additional provisions regarding IP ownership and rights, particularly relevant when subcontractor may create or modify IP

2. Non-Solicitation: Restrictions on soliciting employees or clients, recommended when subcontractor will have significant contact with company personnel or clients

3. Data Protection Compliance: Specific provisions regarding compliance with data protection laws, necessary when personal data may be processed

4. Third Party Information: Provisions dealing with confidential information belonging to third parties or clients, important in multi-party projects

5. Export Control: Provisions regarding compliance with export control laws, necessary when dealing with regulated technology or international transfers

6. Audit Rights: Right to audit subcontractor's compliance with confidentiality obligations, useful for high-security projects

Suggested Schedules

1. Schedule 1 - Description of Services: Detailed description of services being provided by subcontractor, helping define scope of access to confidential information

2. Schedule 2 - Specific Types of Confidential Information: Detailed list of types of confidential information covered, particularly useful for complex projects

3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed by subcontractor

4. Appendix A - Authorized Representatives: List of authorized representatives who may access confidential information

5. Appendix B - Form of Confidentiality Undertaking: Template for individual confidentiality undertakings to be signed by subcontractor's employees

Authors

Alex Denne

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

Relevant legal definitions




























Clauses


























Relevant Industries

Information Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Research and Development

Construction

Engineering

Telecommunications

Pharmaceutical

Defense

Automotive

Consulting

Relevant Teams

Legal

Procurement

Vendor Management

Information Security

Operations

Human Resources

Compliance

Project Management Office

Research & Development

Information Technology

Relevant Roles

Procurement Manager

Project Manager

Legal Counsel

Contract Manager

Operations Director

Chief Information Security Officer

Vendor Management Specialist

HR Director

Chief Technology Officer

Compliance Officer

Business Development Manager

Supply Chain Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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