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Non Disclosure Non Compete Agreement Template for India

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Key Requirements PROMPT example:

Non Disclosure Non Compete Agreement

"I need a Non Disclosure Non Compete Agreement for a senior software developer who will be working on our AI healthcare project in Bangalore, with special emphasis on protecting our medical data processing algorithms and preventing them from working with competing healthcare technology companies in India for the duration of their employment."

Document background
This Non Disclosure Non Compete Agreement is essential for protecting business interests and confidential information in Indian commercial relationships. It is particularly relevant when parties share sensitive information or when employees/contractors have access to valuable business knowledge. The agreement addresses both confidentiality obligations and competitive restrictions, carefully drafted to comply with Indian law, particularly Section 27 of the Indian Contract Act which generally invalidates restraints on trade. While non-disclosure provisions are broadly enforceable, non-compete clauses require careful structuring to be effective during the employment/engagement period and are typically unenforceable post-termination unless related to sale of goodwill or business interests. The document is commonly used in employment, consulting, partnership, and business collaboration contexts where protection of trade secrets and business interests is paramount.
Suggested Sections

1. Parties: Identifies and provides full details of all parties to the agreement

2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Competitive Activities', and 'Territory'

4. Confidentiality Obligations: Details the obligations regarding confidential information, including use, disclosure, and protection requirements

5. Non-Compete Obligations: Specifies restrictions on competitive activities, carefully drafted to comply with Indian Contract Act Section 27

6. Term and Survival: Specifies the duration of the agreement and which provisions survive termination

7. Return of Confidential Information: Procedures for returning or destroying confidential information upon request or termination

8. Intellectual Property Rights: Clarifies ownership and rights regarding intellectual property and confidential information

9. Breach and Remedies: Specifies consequences of breach and available remedies, including injunctive relief

10. Governing Law and Jurisdiction: Specifies Indian law as governing law and determines jurisdiction for disputes

11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Non-Solicitation: Additional restrictions on soliciting employees, customers, or suppliers - used when business relationships need specific protection

2. Assignment and Delegation: Rules for transferring rights and obligations - important for corporate agreements or when M&A is contemplated

3. Dispute Resolution: Detailed arbitration or mediation procedures - used when parties prefer alternative dispute resolution

4. Information Security Requirements: Specific technical requirements for protecting digital information - used when dealing with sensitive electronic data

5. Export Control: Compliance with export control laws - used when dealing with regulated technologies or international transfers

6. Force Majeure: Provisions for unforeseen circumstances - particularly relevant post-COVID for long-term agreements

7. Training and Compliance: Requirements for training employees on confidentiality - used in corporate or complex arrangements

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential

2. Schedule 2 - Restricted Activities: Specific description of prohibited competitive activities

3. Schedule 3 - Restricted Territory: Geographic scope of non-compete restrictions

4. Schedule 4 - Authorized Representatives: List of persons authorized to receive or handle confidential information

5. Schedule 5 - Security Protocols: Specific procedures for handling and protecting confidential information

6. Appendix A - Form of Acknowledgment: Template for employees or subcontractors to acknowledge agreement terms

7. Appendix B - Exit Certificate: Template for confirming compliance upon termination of relationship

Authors

Alex Denne

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

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Relevant Industries

Information Technology

Pharmaceuticals

Healthcare

Financial Services

Manufacturing

Research and Development

Biotechnology

Telecommunications

E-commerce

Professional Services

Consumer Products

Media and Entertainment

Software Development

Engineering Services

Management Consulting

Education Technology

Relevant Teams

Legal

Human Resources

Research & Development

Information Technology

Product Development

Sales

Marketing

Executive Leadership

Operations

Finance

Business Development

Engineering

Data Sciences

Customer Success

Professional Services

Strategy

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Senior Software Engineer

Research Scientist

Product Manager

Business Development Manager

Sales Director

Technical Consultant

Project Manager

System Architect

Data Scientist

Business Analyst

Marketing Manager

Human Resources Director

Operations Manager

Finance Controller

Legal Counsel

Strategy Consultant

Department Head

Regional 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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