Non Circumvention Non Disclosure & Working Agreement Ncnda Template for India

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Key Requirements PROMPT example:

Non Circumvention Non Disclosure & Working Agreement Ncnda

"I need a Non Circumvention Non Disclosure & Working Agreement (NCNDA) for a potential technology partnership between my Indian software company and a US-based AI firm, with specific protection for our proprietary algorithms and client relationships, to be effective from January 2025."

Document background
The Non Circumvention Non Disclosure & Working Agreement (NCNDA) is a crucial legal document used in Indian business contexts where parties need to protect sensitive information and business relationships while exploring or engaging in business opportunities. This agreement is particularly relevant when parties are entering into negotiations, joint ventures, or business discussions where there is a need to share confidential information and protect business connections. The document combines elements of confidentiality protection, prevention of business circumvention, and working arrangements, all structured within the framework of Indian law. It's commonly used in situations involving technology transfer, business partnerships, consulting arrangements, or any scenario where intellectual property and business relationships need protection. The agreement ensures compliance with Indian legal requirements while providing comprehensive protection for all parties involved.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details

2. Background: Context of the business relationship and purpose of entering into the NCNDA

3. Definitions: Detailed definitions of key terms including Confidential Information, Business Opportunity, Circumvention, etc.

4. Scope of Agreement: Overall scope and purpose of the agreement, including duration and territorial limits

5. Confidentiality Obligations: Detailed obligations regarding the protection and non-disclosure of confidential information

6. Non-Circumvention Obligations: Specific provisions preventing parties from bypassing each other in business dealings

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed

8. Security Measures: Required security measures for protecting confidential information

9. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination

10. Term and Termination: Duration of the agreement and termination provisions

11. Breach and Remedies: Consequences of breach and available remedies

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

13. General Provisions: Standard boilerplate clauses including notices, amendments, severability, etc.

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when the relationship involves IP creation or sharing

2. Non-Solicitation: Prevents parties from soliciting each other's employees or clients, included when there's significant risk of talent or client poaching

3. Specific Transaction Terms: Used when the NCNDA relates to a specific business opportunity or transaction

4. Digital Data Protection: Special provisions for digital data protection when significant electronic information is involved

5. Dispute Resolution: Alternative dispute resolution mechanisms like arbitration or mediation, included for complex business relationships

6. Insurance Requirements: Specific insurance requirements for parties, included in high-value or high-risk relationships

7. Competition Compliance: Specific provisions ensuring compliance with competition laws, included when parties are competitors

Suggested Schedules

1. Schedule A - Confidential Information: Detailed list and description of information deemed confidential

2. Schedule B - Authorized Representatives: List of authorized representatives from each party who may access confidential information

3. Schedule C - Protected Business Opportunities: Description of specific business opportunities protected under non-circumvention provisions

4. Schedule D - Security Protocols: Detailed security measures and protocols for handling confidential information

5. Appendix 1 - Disclosure Log: Template for recording authorized disclosures of confidential information

6. Appendix 2 - Non-Disclosure Agreements: Template NDAs for use with authorized third parties

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

Relevant legal definitions
Relevant Industries

Technology and Software

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate Development

International Trade

Telecommunications

Research and Development

Energy and Infrastructure

Pharmaceutical

E-commerce

Business Consulting

Intellectual Property

Defense and Aerospace

Relevant Teams

Legal

Business Development

Executive Leadership

Operations

Research and Development

Sales

Strategy

Procurement

Information Technology

Finance

Compliance

International Business

Innovation

Corporate Development

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Chief Technology Officer

Legal Counsel

Project Manager

Operations Director

Investment Manager

Research and Development Head

Partnership Manager

Strategy Consultant

Chief Financial Officer

Procurement Manager

Sales Director

Technology Transfer Officer

Innovation Manager

Compliance Officer

International Business Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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