Buyer Confidentiality Agreement Template for India

The Buyer Confidentiality Agreement is a crucial legal instrument used in Indian business transactions when a potential buyer needs to access sensitive information about a business, asset, or opportunity. This document is typically executed at the early stages of discussions, before detailed due diligence begins. It ensures that confidential information shared during the evaluation process remains protected under Indian law, with specific provisions addressing digital data protection, trade secrets, and business know-how. The agreement is essential for sellers to safely disclose sensitive business information while maintaining control over its use and dissemination. Common scenarios requiring this agreement include mergers and acquisitions, business sales, strategic partnerships, and investment discussions. The document must comply with Indian contract law principles and incorporate relevant provisions from the Information Technology Act, 2000, and other applicable regulations.

1. Parties: Identification of the disclosing party (typically seller/company) and receiving party (buyer), including full legal names and addresses

2. Background: Context of the potential transaction or business relationship necessitating the exchange of confidential information

3. Definitions: Key terms including 'Confidential Information', 'Authorized Purpose', 'Representatives', and 'Affiliate'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and advisors

7. Information Security Measures: Specific measures required to protect confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Term and Survival: Duration of the agreement and surviving obligations

10. No Rights or Licenses: Clarification that no intellectual property rights are transferred

11. No Commitment: Statement that the agreement does not obligate parties to enter into any business transaction

12. Remedies: Available remedies in case of breach, including injunctive relief

13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

14. General Provisions: Standard provisions including amendments, notices, and severability