Mutual Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [●] ("Effective Date") between:

1. [PARTY A FULL LEGAL NAME], a company incorporated under the Companies Act, 2013, having its registered office at [ADDRESS] ("Party A"); and

2. [PARTY B FULL LEGAL NAME], a company incorporated under the Companies Act, 2013, having its registered office at [ADDRESS] ("Party B").

Party A and Party B are hereinafter individually referred to as a "Party" and collectively as "Parties".

PURPOSE
The Parties wish to explore a potential business relationship concerning [DESCRIBE PURPOSE] (the "Purpose") and, in connection therewith, each Party may disclose certain Confidential Information to the other.

1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information, technical data, trade secrets, or know-how, including but not limited to research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, finances, or other business information, disclosed by either Party to the other Party, either directly or indirectly, in writing, orally, or by drawings or inspection of tangible objects.

Confidential Information does not include information that:
(a) is or becomes publicly available through no act or omission of the receiving Party;
(b) was rightfully known to the receiving Party prior to disclosure;
(c) is rightfully obtained by the receiving Party from a third party without restriction;
(d) is independently developed by the receiving Party without use of Confidential Information; or
(e) is required to be disclosed by applicable law or court order, provided the receiving Party gives prompt written notice to the disclosing Party.

2. OBLIGATIONS
Each Party agrees to:
(a) hold the other Party's Confidential Information in strict confidence;
(b) not disclose Confidential Information to any third party without prior written consent of the disclosing Party;
(c) use Confidential Information solely for the Purpose;
(d) limit access to Confidential Information to its employees, agents, and consultants who have a need to know and are bound by confidentiality obligations no less restrictive than those herein;
(e) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

3. TERM
This Agreement shall remain in effect for a period of [●] years from the Effective Date, unless earlier terminated by mutual written consent. The obligations of confidentiality shall survive termination for a further period of [●] years.

4. RETURN OF INFORMATION
Upon written request by the disclosing Party, the receiving Party shall promptly return or destroy (and certify such destruction in writing) all Confidential Information received.

5. NO LICENCE
Nothing in this Agreement grants any right, title, or interest in or to any Confidential Information, intellectual property rights, or any licence thereunder.

6. NO REPRESENTATION OR WARRANTY
All Confidential Information is provided "as is." Neither Party makes any representation or warranty as to the accuracy or completeness of any Confidential Information.

7. REMEDIES
Each Party acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, each Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

8. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. The seat of arbitration shall be [CITY], India. The language of arbitration shall be English.

9. GENERAL
(a) This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof.
(b) This Agreement may not be amended except by a written instrument signed by both Parties.
(c) If any provision of this Agreement is held invalid, the remaining provisions shall continue in full force.
(d) This Agreement may be executed in counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

For and on behalf of [PARTY A]:
Signature: ____________________
Name: ____________________
Designation: ____________________
Date: ____________________

For and on behalf of [PARTY B]:
Signature: ____________________
Name: ____________________
Designation: ____________________
Date: ____________________