Termination Confidentiality Agreement Template for India

The Termination Confidentiality Agreement is essential when employment or business relationships conclude in India, serving as a critical tool for protecting sensitive company information post-separation. It is typically executed during the termination process, whether the separation is voluntary or involuntary, and applies to employees, contractors, consultants, or business partners who had access to confidential information. This document ensures continued protection of trade secrets, proprietary information, customer data, and other sensitive business information under Indian law, particularly considering provisions of the Indian Contract Act, 1872, and Information Technology Act, 2000. It specifies obligations for handling confidential information, return of company property, and ongoing confidentiality duties, while establishing clear consequences for breaches.

1. Parties: Identification of the parties entering into the agreement - typically the employer/company and the departing employee/contractor

2. Background: Context of the agreement, including reference to the original employment/engagement and its termination

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and other relevant definitions

4. Acknowledgment of Prior Obligations: Confirmation of existing confidentiality obligations from previous agreements

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

6. Continuing Obligations: Specific obligations regarding non-disclosure, non-use, and protection of confidential information

7. Return of Confidential Information: Requirements for returning or destroying company information and materials

8. Duration of Obligations: Timeframe for which confidentiality obligations remain in effect

9. Breach and Remedies: Consequences of breaching the agreement and available legal remedies

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

11. Entire Agreement: Clause confirming this agreement represents the complete understanding between parties regarding confidentiality