Non-Disclosure Agreement

This is a mutual agreement entered into by two businesses to safeguard each other’s proprietary information pertaining to their businesses.This agreement is needed in case one is sharing his intellectual property such as your trade secrets, inventions, designs etc. with an outside business to make sure that there is no breach of trust.

This agreement can be made legally enforceable by getting it printed on a non-judicial stamp paper duly signed by both the concerned parties in the agreement. This agreement can be used by a business’s who wants to define the terms and conditions between them and any other company or enterprise for exchanging and using confidential information and materials.

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Frequently Asked Questions

This is a mutual agreement entered into by two businesses to safeguard each other’s proprietary information pertaining to their businesses.This agreement is needed in case one is sharing his intellectual property such as your trade secrets, inventions, designs etc. with an outside business to make sure that there is no breach of trust.
Who needs this agreement and why?
This agreement can be made legally enforceable by getting it printed on a non-judicial stamp paper duly signed by both the concerned parties in the agreement. This agreement can be used by a business’s who wants to define the terms and conditions between them and any other company or enterprise for exchanging and using confidential information and materials.
What is the use of Annexure?
The following are all the major clauses included in this agreement:
  1. Purpose- explains why the agreement is entered into and outlines the terms regarding confidentiality.
  2. Confidential Information- specifies the nature of confidential information and underlines confidant's duty not to disclose it.
  3. Obligation of Confidentiality- defines the scope of confidential information and how it can be obtained.
  4. Non- Circumvention- restricts the confidant from contacting any of the business parties related to the proprietor.
  5. No Representations- lays down the terms regarding accuracy of the information. Also, it protects the confidant to not be held liable for utilization of information.
  6. Best efforts/Loyalty- ensures that the confidant would be loyal to the corporation and will put his best efforts.
  7. Termination- timeline for the validity of the agreement.
  8. Term- states the timeline including the commencement date.
  9. Trade name Protection- provides protection to the proprietor's trademarks and trade names.
  10. Authorized disclosures by the Confidant- enforces the duty of the confidant to obtain permission before making any disclosure.
  11. Breach- explains the consequences of violating the agreement.
  12. Non- assignment- states that the agreement is not- assignable and binding on both the parties.
  13. Prior Agreements- invalidates all the prior agreements.
  14. Authority to Bind- defines the relationship of the signatories to bind both the parties to the agreement.
  15. Jurisdiction- states that the agreement has a global jurisdiction and the right to approach a court in case of violation of the agreement.
  16. Severability- states that if any provision in the agreement cannot be fulfilled, then it will be removed while the rest of the provisions will still remain in place.
  17. Survival- declares that the agreement shall be in effect at all times.
  18. Attorney's fee- expresses that both the parties must bear the fees of their respective attorneys in case of any action relating to the agreement.
  19. Headings- describes the purpose of using headings in the agreement.
These are a few terms which might be useful to read about for a better understanding of this agreement:
  1. Proprietor-the owner or manager of the business, and refers to the person who owns the information and is sharing it.
  2. Confidant-the person with whom the Proprietor shares the information. It is upon the Confidant that the Non Disclosure Agreement places the restriction.
  3. Confidential Information-is the information shared by the Proprietor with the Confidant, and includes new and useful business opportunities, trade secrets, business entity formation, structuring, tax planning and proprietary, technical, or business data, along with any other other privileged information. This is the information that is not to be disclosed.
  4. Non-Circumvention-the restriction on the Confidant that prevents him/her from contacting any parties related to the Proprietor and the Proprietor's information.
  5. Representations-a warranty or promise related to the accuracy or completeness of the imparted information
  6. Term-the period for which the agreement will stay in force.
  7. Breach-a violation of the agreement's terms.
  8. Non-Assignment-the agreement cannot be assigned, which means it cannot be transferred and binds the Proprietor and the Confidant, and their heirs, fiduciaries, affiliates, directors, shareholders, partners, and successors.
  9. Severability-refers to the concept that if parts of the contract are held to be illegal or otherwise unenforceable, the remainder of the contract shall still apply.
  10. Survival-refers to the idea that the agreement will stay in effect at all times till the end of the period.
What are the legal jargons used in this agreement?
There is no Annexure section in this agreement.
How to use this agreement?
The following are all the major clauses included in this agreement:
  1. Purpose- explains why the agreement is entered into and outlines the terms regarding confidentiality.
  2. Confidential Information- specifies the nature of confidential information and underlines confidant's duty not to disclose it.
  3. Obligation of Confidentiality- defines the scope of confidential information and how it can be obtained.
  4. Non- Circumvention- restricts the confidant from contacting any of the business parties related to the proprietor.
  5. No Representations- lays down the terms regarding accuracy of the information. Also, it protects the confidant to not be held liable for utilization of information.
  6. Best efforts/Loyalty- ensures that the confidant would be loyal to the corporation and will put his best efforts.
  7. Termination- timeline for the validity of the agreement.
  8. Term- states the timeline including the commencement date.
  9. Trade name Protection- provides protection to the proprietor's trademarks and trade names.
  10. Authorized disclosures by the Confidant- enforces the duty of the confidant to obtain permission before making any disclosure.
  11. Breach- explains the consequences of violating the agreement.
  12. Non- assignment- states that the agreement is not- assignable and binding on both the parties.
  13. Prior Agreements- invalidates all the prior agreements.
  14. Authority to Bind- defines the relationship of the signatories to bind both the parties to the agreement.
  15. Jurisdiction- states that the agreement has a global jurisdiction and the right to approach a court in case of violation of the agreement.
  16. Severability- states that if any provision in the agreement cannot be fulfilled, then it will be removed while the rest of the provisions will still remain in place.
  17. Survival- declares that the agreement shall be in effect at all times.
  18. Attorney's fee- expresses that both the parties must bear the fees of their respective attorneys in case of any action relating to the agreement.
  19. Headings- describes the purpose of using headings in the agreement.

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