NDA (Non-Disclosure Agreement) Format — Download Free Sample (India 2026)

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into on [EFFECTIVE DATE] ("Effective Date") by and between:

[DISCLOSING PARTY NAME], a company incorporated under the laws of India, having its registered office at [ADDRESS] ("Disclosing Party"),

AND

[RECEIVING PARTY NAME], a company incorporated under the laws of India, having its registered office at [ADDRESS] ("Receiving Party").

The Disclosing Party and the Receiving Party are collectively referred to as the "Parties" and individually as a "Party".

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically or in any other form, including but not limited to business plans, financial data, customer lists, pricing, source code, technical know-how, product roadmaps, trade secrets, and any information marked or reasonably understood to be confidential.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party shall:

(a) Hold all Confidential Information in strict confidence;

(b) Use the Confidential Information solely for the Purpose defined below;

(c) Restrict access to Confidential Information to employees, agents and contractors who have a genuine need to know and who are bound by equivalent confidentiality obligations;

(d) Not copy, reproduce or reverse-engineer any Confidential Information without prior written consent;

(e) Notify the Disclosing Party promptly upon becoming aware of any unauthorised disclosure or use.

3. PURPOSE

The Confidential Information is being disclosed solely for the purpose of [PURPOSE — e.g. evaluating a potential business relationship] (the "Purpose").

4. EXCLUSIONS FROM CONFIDENTIALITY

The obligations under this Agreement shall not apply to information that:

(a) Is or becomes publicly available without breach of this Agreement;

(b) Was lawfully known to the Receiving Party prior to disclosure;

(c) Is independently developed by the Receiving Party without reference to the Confidential Information;

(d) Is required to be disclosed by law or a competent court, provided prior written notice is given to the Disclosing Party.