Vendor Non Disclosure Agreement

Vendor Non Disclosure Agreement Template for India

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Key Requirements PROMPT example:

"I need a Vendor Non Disclosure Agreement for an IT services provider who will have access to our customer database and internal software systems; the agreement should include strong data protection clauses and specific provisions for digital information security."

Document background

The Vendor Non Disclosure Agreement is a crucial legal instrument used when companies need to share confidential information with their vendors while ensuring proper protection and controlled usage of such information. This document is specifically designed for use in India and complies with Indian contract law, including the Indian Contract Act, 1872, and relevant provisions of the Information Technology Act, 2000. It becomes necessary when engaging vendors who may have access to sensitive business information, trade secrets, technical specifications, customer data, or other proprietary information during the course of their service provision. The agreement establishes clear obligations, permitted uses, security requirements, and consequences of breach, while incorporating Indian legal principles and remedies available under local jurisdiction. It serves as a fundamental protection mechanism in vendor relationships across various industries and business contexts.

Suggested Sections

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

2. Background: Context of the relationship between parties and purpose of sharing confidential information

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

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

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

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

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

9. Remedies: Available remedies in case of breach, including injunctive relief

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

Optional Sections

1. Data Protection Compliance: Additional provisions for compliance with data protection laws when personal data is involved

2. Intellectual Property Rights: Specific provisions clarifying IP ownership and rights when technical or proprietary information is shared

3. Security Measures: Specific security protocols required for handling confidential information, particularly relevant for digital information

4. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the vendor relationship

5. Export Control: Compliance with export control laws when dealing with technical data or international vendors

6. Force Majeure: Provisions for unforeseen circumstances affecting confidentiality obligations

7. Audit Rights: Rights to audit vendor's compliance with confidentiality obligations, particularly important for regulated industries

Suggested Schedules

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

2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and procedures 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 - Data Handling Procedures: Standard operating procedures for handling, storing, and disposing of confidential information

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Information Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Telecommunications

Retail

E-commerce

Pharmaceuticals

Automotive

Construction

Research and Development

Education

Consulting

Energy

Relevant Teams

Legal

Procurement

Vendor Management

Operations

Information Technology

Risk and Compliance

Finance

Human Resources

Information Security

Supply Chain

Business Development

Research and Development

Relevant Roles

Procurement Manager

Legal Counsel

Vendor Manager

Contract Administrator

Chief Financial Officer

Chief Technology Officer

Project Manager

Supply Chain Manager

Operations Director

Risk Manager

Compliance Officer

Business Development Manager

IT Security Manager

Chief Information Officer

Human Resources Director

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