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Shruthi Nandeesh
Hi everyone, Can anyone p,lease share key points to be included in the confidentiality and non disclosure agreement and if please share the format of NDA format
From India, Bangalore
raghunath_bv
163

Dear Shruthi,

Confidentiality and Non-Disclosure Agreement (NDA) is a legal contract that outlines the terms and conditions under which one party discloses confidential information to another party. Here are key points to include in an NDA:

Definition of Confidential Information:
Clearly define what constitutes confidential information. This can include trade secrets, business plans, financial information, proprietary technology, customer lists, and any other sensitive data.

Obligations of Receiving Party:
Clearly outline the responsibilities of the party receiving the confidential information. This typically includes a commitment not to disclose the information to third parties, and to use the information only for the specified purpose.

Purpose of Disclosure:
Specify the purpose for which the confidential information is being disclosed. This helps limit the use of the information to the intended context.

Duration of Confidentiality:
Define the time period during which the receiving party is obligated to keep the information confidential. This can be a set number of years or continue indefinitely.

Exceptions to Confidentiality:
Clearly state any exceptions to the confidentiality obligations. For example, information may not be considered confidential if it is already in the public domain or becomes publicly known without a breach of the agreement.

Permitted Disclosures:
Specify situations where the receiving party is allowed to disclose the confidential information, such as to employees or contractors who need to know the information for the stated purpose.

Return or Destruction of Information:
Outline the steps the receiving party must take when the agreement terminates, either returning or destroying all copies of the confidential information.

No License or Ownership Transfer:
Make it clear that the disclosure of confidential information does not grant the receiving party any rights or licenses to the information, and that ownership remains with the disclosing party.

Indemnity and Damages:
Specify the consequences of a breach, including any indemnification or damages that may be sought in the event of a violation.

Governing Law and Dispute Resolution:
Include the governing law that will apply to the agreement and the procedures for resolving disputes, such as arbitration or litigation.

Here's a simple template to get you started. However, it's crucial to consult with a legal professional to tailor the agreement to your specific needs and jurisdiction:

[Your Company Name]
[Your Address]
[City, State, Zip Code]
[Date]

[Recipient's Name]
[Recipient's Address]
[City, State, Zip Code]

Confidentiality and Non-Disclosure Agreement

1. Definition of Confidential Information:
The term "Confidential Information" refers to any non-public information disclosed by [Your Company Name] to [Recipient's Name] for the purpose of [Purpose of Disclosure].

2. Obligations of Receiving Party:
[Recipient's Name] agrees to maintain the confidentiality of the Confidential Information and not disclose it to any third party or use it for any purpose other than [Purpose of Disclosure].

3. Duration of Confidentiality:
The confidentiality obligations of [Recipient's Name] shall continue for a period of [Number of Years] years from the date of disclosure.

4. Exceptions to Confidentiality:
The obligations of confidentiality do not apply to information that is already in the public domain or becomes publicly known through no fault of [Recipient's Name].

5. Permitted Disclosures:
[Recipient's Name] may disclose the Confidential Information to its employees or contractors who need to know the information for the purpose of [Purpose of Disclosure], provided that such individuals are bound by confidentiality obligations.

6. Return or Destruction of Information:
Upon termination of this agreement, [Recipient's Name] shall promptly return or, at the option of [Your Company Name], destroy all copies of the Confidential Information.

7. No License or Ownership Transfer:
The disclosure of Confidential Information does not grant [Recipient's Name] any rights, licenses, or ownership in the information.

8. Indemnity and Damages:
[Recipient's Name] agrees to indemnify and hold [Your Company Name] harmless from any damages or losses arising from a breach of this agreement.

9. Governing Law and Dispute Resolution:
This agreement shall be governed by the laws of [Your Jurisdiction]. Any disputes arising under or in connection with this agreement shall be resolved through [Arbitration/Litigation] in [City, State].

[Your Company Name]
[Signature]
[Printed Name]

[Recipient's Name]
[Signature]
[Printed Name]

Remember to consult with a legal professional to ensure that the agreement is tailored to your specific needs and complies with relevant laws in your jurisdiction.

Thanks

From India, Bangalore
Shruthi Nandeesh
Hi Raghunath, Thank you so much, for the above points it really helps me alot. Regards, Shruthi
From India, Bangalore
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