Discovery Confidentiality Agreement Template for India

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Key Requirements PROMPT example:

Discovery Confidentiality Agreement

"Need a Discovery Confidentiality Agreement to protect sensitive technical information during due diligence for a potential acquisition of an Indian software company, with special provisions for source code protection and cloud infrastructure details, to be effective from March 2025."

Document background

The Discovery Confidentiality Agreement serves as a crucial legal instrument in Indian business transactions where parties need to share sensitive information during preliminary discussions or due diligence processes. This document is essential when companies are exploring potential mergers, acquisitions, investments, or strategic partnerships, providing a secure framework for information exchange while maintaining confidentiality. It aligns with Indian legal requirements, including the Indian Contract Act, 1872, and Information Technology Act, 2000, and incorporates provisions for digital data protection and traditional confidentiality obligations. The agreement is particularly valuable in the early stages of business relationships where detailed evaluation of opportunities requires access to proprietary information, trade secrets, or sensitive business data.

Suggested Sections

1. Parties: Identification of the disclosing party, receiving party, and any affiliated entities covered by the agreement

2. Background: Context of the potential transaction or relationship and purpose of the discovery process

3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, and Affiliates

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the discovery process

5. Permitted Disclosure and Use: Specifications for how confidential information can be used and to whom it can be disclosed

6. Protection Measures: Security and handling requirements for confidential information

7. Return or Destruction of Information: Obligations regarding the handling of confidential information after the discovery period

8. Duration of Obligations: Time period for confidentiality obligations and any surviving obligations

9. Non-Binding Nature: Clarification that the agreement does not obligate parties to proceed with any transaction

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, included when human capital or customer relationships are sensitive

2. Reverse Engineering Prohibition: Added when technical or product information is part of the discovery process

3. Data Privacy Compliance: Specific obligations regarding personal data handling, included when personal data may be shared

4. Export Control: Required when shared information may be subject to export control regulations

5. Securities Law Compliance: Included when the discovery process involves publicly traded companies

6. Competitive Analysis Restrictions: Added when the receiving party is a competitor or could become one

7. Clean Room Procedures: Detailed procedures for handling highly sensitive information, used in complex transactions

Suggested Schedules

1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

2. Schedule 2 - Security Protocols: Specific technical and organizational measures required for information protection

3. Schedule 3 - Disclosed Information Log: Template for tracking what information has been disclosed and when

4. Appendix A - Form of Confidentiality Undertaking: Standard form for additional parties or representatives to sign confidentiality obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Energy

Telecommunications

Retail

Professional Services

Pharmaceuticals

Education

Infrastructure

Media and Entertainment

Automotive

E-commerce

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Business Development

Risk Management

Compliance

Information Security

Strategy

Executive Leadership

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Manager

Legal Counsel

Business Development Manager

Due Diligence Specialist

Investment Banker

Strategy Director

Corporate Secretary

Risk Manager

Compliance Officer

Information Security Officer

Finance Director

Find the exact document you need

NDA Policy

An India-compliant NDA Policy establishing organizational protocols for protecting confidential information and trade secrets under Indian law.

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Let's create your Discovery Confidentiality Agreement

Authors

Alex Denne

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