NDA Generator (Mutual & One-Way)

DRAFT FOR LEGAL REVIEW

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is made on 24 October 2026 between:

[Disclosing Party Name & Address] ("Party A"); and
[Receiving Party Name & Address] ("Party B"),

each individually a "Party" and together the "Parties".

WHEREAS the Parties wish to explore and engage in discussions relating to [state the purpose of disclosure] (the "Purpose"), and in the course of such discussions each Party may disclose to the other certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual covenants set out below, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any and all non-public, proprietary or confidential information disclosed by either Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally, in writing, electronically or by any other means, including without limitation business plans, financial information, technical data, trade secrets, know-how, client and vendor lists, and any other information that is designated as confidential or that ought reasonably to be treated as confidential given the nature of the information and the circumstances of disclosure.

2. OBLIGATIONS OF THE PARTIES
Each Party, when acting as a Receiving Party, agrees to:
(a) hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;
(b) use the Confidential Information solely for the Purpose and for no other purpose;
(c) take all reasonable precautions to protect the confidentiality of the Confidential Information, at least equivalent to the precautions it takes to protect its own confidential information of a similar nature, and in no event less than reasonable care;
(d) limit access to the Confidential Information to its employees, officers, agents and advisors who have a genuine need to know such information for the Purpose and who are bound by confidentiality obligations no less protective than those set out in this Agreement.

3. EXCLUSIONS
The obligations of confidentiality under this Agreement shall not apply to information that:
(a) is or becomes generally available to the public through no fault of the Receiving Party;
(b) was already lawfully in the possession of the Receiving Party prior to disclosure, without any obligation of confidentiality;
(c) is independently developed by the Receiving Party without use of or reference to the Confidential Information;
(d) is lawfully received from a third party without any breach of confidentiality; or
(e) is required to be disclosed by law, regulation or a valid order of a court or governmental authority, provided that the Receiving Party gives prompt written notice of such requirement to the Disclosing Party, to the extent legally permitted.

4. TERM AND SURVIVAL
This Agreement remains in force for 2 (two) year(s). The confidentiality and restricted-use obligations continue for the same period after the last disclosure, unless the Parties agree a different survival period. Trade-secret obligations continue while the information remains legally protected as a trade secret.

5. RETURN OR DESTRUCTION
On written request, the Receiving Party shall return or securely destroy Confidential Information, subject to legal, regulatory and routine backup-retention requirements. Any retained copy remains subject to this Agreement.

6. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of India. Subject to the foregoing, the courts at [State] shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

7. MISCELLANEOUS
This Agreement constitutes the entire understanding between the Parties with respect to its subject matter. No amendment is effective unless made in writing and signed by both Parties. No intellectual-property licence is granted by disclosure. Neither Party is required to proceed with a transaction.

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

For and on behalf of Party A                          For and on behalf of Party B


Signature: _____________________          Signature: _____________________
Name:                                     Name:
Designation:                               Designation:
Date:                                      Date: