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Non Disclosure And Restricted Use Agreement Template for India

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Key Requirements PROMPT example:

Non Disclosure And Restricted Use Agreement

"I need a Non-Disclosure and Restricted Use Agreement for a software development collaboration between my AI startup and a cloud services provider, with strong data protection clauses and specific usage restrictions for our machine learning algorithms."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Relevant legal definitions






































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Relevant Industries

Information Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Education

Pharmaceuticals

Telecommunications

Automotive

Aerospace

Biotechnology

Energy

Real Estate

E-commerce

Media & Entertainment

Relevant Teams

Legal

Compliance

Information Security

Research and Development

Business Development

Human Resources

Executive Leadership

Procurement

Information Technology

Operations

Strategic Planning

Product Development

Corporate Communications

Finance

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Legal Counsel

Business Development Manager

Project Manager

Research Director

Human Resources Director

Chief Financial Officer

Procurement Manager

Information Security Officer

Compliance Officer

Innovation Manager

Strategic Partnership Director

Operations Manager

Technical Consultant

Product 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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