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Supplier Non Disclosure Agreement Template for India

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Key Requirements PROMPT example:

Supplier Non Disclosure Agreement

"I need a Supplier Non Disclosure Agreement under Indian law for a technology manufacturing supplier who will have access to our product specifications and source code, with special provisions for digital information security and prohibition on reverse engineering."

Document background
This Supplier Non Disclosure Agreement is essential for businesses operating in India that need to share sensitive information with their suppliers while maintaining confidentiality and legal protection. The document is particularly relevant in today's complex supply chain environments where suppliers often need access to proprietary information, trade secrets, technical specifications, or business strategies. It is structured to comply with Indian legal requirements, including principles derived from the Indian Contract Act, 1872, and common law precedents on confidentiality. The agreement can be customized based on the nature of the supplier relationship, the sensitivity of the information being shared, and specific industry requirements. It includes provisions for both digital and physical information protection, making it suitable for modern business operations while ensuring enforceability under Indian jurisdiction.
Suggested Sections

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the supplier), including full legal names, registration numbers, and registered addresses

2. Background: Brief context of the supplier relationship and purpose of sharing confidential information

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

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

5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared, including with employees, advisors, and as required by law

7. Security Measures: Specific measures required to protect confidential information, including physical, electronic, and procedural safeguards

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

9. Term and Survival: Duration of the agreement and which obligations survive termination

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

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, amendments, and notices

Optional Sections

1. Intellectual Property Rights: Section clarifying ownership and protection of IP rights when the confidential information includes IP - recommended when sharing technical information or trade secrets

2. Data Protection Compliance: Additional provisions regarding personal data protection - required when confidential information includes personal data

3. Reverse Engineering Prohibition: Specific prohibition on reverse engineering - important for technical or product-related information

4. Export Control: Compliance with export control laws - necessary when dealing with international suppliers or controlled technologies

5. Non-Solicitation: Prohibition on soliciting employees - useful when supplier will have significant interaction with company employees

6. Subcontractor Obligations: Requirements for subcontractors handling confidential information - needed when supplier may use subcontractors

7. Audit Rights: Right to audit supplier's compliance - recommended for high-risk or regulated industries

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of authorized representatives from both parties who may access or handle confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling different types of confidential information

4. Appendix A - Form of Acknowledgment: Template for acknowledgment to be signed by employees or representatives accessing 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








































Clauses



































Relevant Industries

Manufacturing

Technology

Pharmaceuticals

Financial Services

Healthcare

Retail

Automotive

Aerospace

Telecommunications

Professional Services

Energy

Chemical

Consumer Goods

Electronics

Industrial Equipment

Relevant Teams

Legal

Procurement

Supply Chain

Vendor Management

Compliance

Risk Management

Operations

Information Security

Finance

Research and Development

Business Development

Information Technology

Corporate Security

Quality Assurance

Strategic Sourcing

Relevant Roles

Procurement Manager

Legal Counsel

Supply Chain Director

Vendor Management Specialist

Contract Administrator

Chief Legal Officer

Compliance Officer

Risk Manager

Operations Manager

Project Manager

Chief Technology Officer

Information Security Officer

Chief Financial Officer

Business Development Manager

Research and Development Director

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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