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The Product Development Non Disclosure Agreement is essential for organizations engaging in collaborative product development activities in India. This document should be used when parties need to share sensitive technical, commercial, or proprietary information during product development phases. It incorporates provisions compliant with Indian contract law and intellectual property regulations, providing comprehensive protection for confidential information including technical specifications, prototypes, manufacturing processes, and development methodologies. The agreement is particularly crucial in the Indian context where trade secret protection relies primarily on contractual obligations rather than specific statutory law. It addresses both the initial sharing of confidential information and ongoing protection throughout the development process, including provisions for digital data protection under the Information Technology Act, 2000.

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

2. Background: Context of the product development relationship and purpose of sharing confidential information

3. Definitions: Detailed definitions including 'Confidential Information', 'Product', 'Development Activities', 'Authorized Personnel', and other key terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of product development

5. Obligations of Confidentiality: Core confidentiality obligations, including storage, handling, and protection of confidential information

6. Permitted Use: Specific allowed uses of confidential information for product development purposes

7. Term and Survival: Duration of the agreement and surviving obligations after termination

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

9. Intellectual Property Rights: Protection of existing IP and provisions regarding IP created during product development

10. Security Measures: Required security protocols and measures for protecting confidential information

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

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