Mutual Non-Disclosure Agreement (NDA) Template

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is executed on this ____ day of ____________, 2026 ("Effective Date"), by and between:

FIRST PARTY: [Company/Individual Name], a company incorporated under the Companies Act, with registered office at [Address] (hereinafter referred to as "Disclosing/Receiving Party", which expression shall include its successors and permitted assigns);

AND

SECOND PARTY: [Company/Individual Name], with registered office at [Address] (hereinafter referred to as "Receiving/Disclosing Party").

WHEREAS, the Parties wish to explore a potential business relationship ("Purpose") and in connection therewith, may disclose confidential and proprietary information to one another.

NOW, THEREFORE, the Parties agree as follows:

1. CONFIDENTIAL INFORMATION
"Confidential Information" refers to any proprietary, technical, operational, financial, or commercial information disclosed by one Party to the other, whether orally, in writing, electronically, or in document form, marked or reasonably understood to be confidential.

2. OBLIGATIONS OF RECEIVING PARTY
The Receiving Party shall:
(a) Hold all Confidential Information in strict confidence using the same degree of care it uses for its own confidential assets, but not less than reasonable care;
(b) Not disclose such Confidential Information to any third party without prior written consent;
(c) Restrict disclosure solely to employees, contractors, and legal advisors who have a strict need-to-know for the Purpose and are bound by confidentiality obligations.

3. EXCLUSIONS FROM CONFIDENTIALITY
Confidentiality obligations shall not apply to information that:
(a) Is or becomes publicly known without breach of this Agreement;
(b) Was already in the Receiving Party's lawful possession prior to disclosure;
(c) Is independently developed without reference to the Disclosing Party's information;
(d) Is required to be disclosed under applicable Indian statutory law or court order.

4. TERM AND TERMINATION
This Agreement shall govern disclosures made for a period of one (1) year from the Effective Date. The confidentiality obligations shall survive for two (2) years following termination or expiry.

5. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of India, under the jurisdiction of the courts at [City/State].

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

For First Party: _____________________    For Second Party: _____________________
Name:                                   Name:
Designation:                            Designation: