Non-Disclosure Agreement

This agreement is entered between an employer and an employee that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. Non disclosure agreement is needed where confidential information is shared between the parties. To prevent such confidential data to be given out to a third party, the employer gets an NDA signed by the employee being hired.

This agreement can be made legally enforceable by getting it printed on a non-judicial stamp paper or on the organisation's letterhead duly signed by both the concerned parties in the agreement. You may use it if you are hiring an employee and want to prevent him/her from disclosing any confidential information of the organisation to a third party.

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Frequently Asked Questions

This agreement is entered between an employer and an employee that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. Non disclosure agreement is needed where confidential information is shared between the parties. To prevent such confidential data to be given out to a third party, the employer gets an NDA signed by the employee being hired.
Who needs this agreement and why?
This agreement can be made legally enforceable by getting it printed on a non-judicial stamp paper or on the organisation's letterhead duly signed by both the concerned parties in the agreement. You may use it if you are hiring an employee and want to prevent him/her from disclosing any confidential information of the organisation to a third party.
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. Non- Circumvention- restricts the confidant from contacting any of the business parties related to the proprietor.
  4. 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.
  5. Best efforts/Loyalty- ensures that the confidant would be loyal to the corporation and will put his best efforts.
  6. Termination- timeline for the validity of the agreement.
  7. Term- states the timeline including the commencement date.
  8. Trade Secrets-information concerning the company's business including cost, profit, sales, business plans and other marketing and advertising strategies including information submitted company's customer, supplier, employees etc. .
  9. Authorized disclosures by the Confidant- enforces the duty of the confidant to obtain permission before making any disclosure.
  10. Breach- explains the consequences of violating the agreement.
  11. indemnity-the employee reimburses the employer in the event of any loss or damage caused to the company as a result of employee's breach of agreement.
  12. Injunctive Relief- the company has the right to approach court of competent jurisdiction in the event of any misappropriation of any confidential information that may cause irreparable harm to the company by the employee.
  13. Jurisdiction- states that the agreement has a global jurisdiction and the right to approach a court in case of violation of the agreement.
  14. 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.
  15. Survival- declares that the agreement shall be in effect at all times.
  16. 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.
  17. 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. Employer-the person or organisation who is hiring an employee.
  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. Trade Secrets-information concerning the company's business including cost, profit, sales, business plans and other marketing and advertising strategies.
  5. Non-Circumvention-the restriction on the Confidant that prevents him/her from contacting any parties related to the Proprietor and the Proprietor's information.
  6. Representations-a warranty or promise related to the accuracy or completeness of the imparted information
  7. Term-the period for which the agreement will stay in force.
  8. Breach-a violation of the agreement's terms.
  9. 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.
  10. 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.
  11. 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. Non- Circumvention- restricts the confidant from contacting any of the business parties related to the proprietor.
  4. 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.
  5. Best efforts/Loyalty- ensures that the confidant would be loyal to the corporation and will put his best efforts.
  6. Termination- timeline for the validity of the agreement.
  7. Term- states the timeline including the commencement date.
  8. Trade Secrets-information concerning the company's business including cost, profit, sales, business plans and other marketing and advertising strategies including information submitted company's customer, supplier, employees etc. .
  9. Authorized disclosures by the Confidant- enforces the duty of the confidant to obtain permission before making any disclosure.
  10. Breach- explains the consequences of violating the agreement.
  11. indemnity-the employee reimburses the employer in the event of any loss or damage caused to the company as a result of employee's breach of agreement.
  12. Injunctive Relief- the company has the right to approach court of competent jurisdiction in the event of any misappropriation of any confidential information that may cause irreparable harm to the company by the employee.
  13. Jurisdiction- states that the agreement has a global jurisdiction and the right to approach a court in case of violation of the agreement.
  14. 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.
  15. Survival- declares that the agreement shall be in effect at all times.
  16. 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.
  17. Headings- describes the purpose of using headings in the agreement.

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