Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (hereinafter referred to as the “Agreement”) is made and executed on this ___ day of __________, 2026.

___________________________, a company incorporated under the laws of India, having its registered office at __________________________ and carrying on business, inter alia, through its operations in India (hereinafter referred to as the “Company” or the “Disclosing Party”, which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns);

_________________________, residing at __________________________ (hereinafter referred to as the “Receiving Party”, which expression shall include their legal representatives and permitted assigns).

The Company and the Receiving Party are hereinafter collectively referred to as the “Parties”.

Nature of Disclosure

The Parties acknowledge that, in the course of discussions, engagement, or association with the Company, the Receiving Party may be provided access to certain confidential, proprietary, and commercially sensitive information belonging to the Company, the unauthorized use or disclosure of which may cause significant harm to the Company’s business, reputation, and competitive position.

Purpose Limitation

The purpose of this Agreement is to regulate the disclosure, use, and protection of such Confidential Information and to ensure that the Receiving Party uses such information strictly for lawful and authorized purposes as permitted by the Company.

Binding Effect

This Agreement creates legally binding obligations upon the Receiving Party with respect to the protection and handling of Confidential Information.

Definition

For the purposes of this Agreement, “Confidential Information” shall mean and include all information, whether written, oral, electronic, or in any other form, disclosed to or accessed by the Receiving Party during the course of their engagement, including but not limited to the Company’s business operations, strategies, trade secrets, proprietary techniques, technology, algorithms, software, data, product plans, designs, inventions, processes, methods, know-how, client and vendor information, financial information, marketing and sales data, business models, and any other information which has or may have commercial value or the unauthorized disclosure of which may be detrimental to the interests of the Company.

Confidential Information shall also include all records, documents, and files concerning the Company, including information disclosed by the Company as well as any information developed, learned, compiled, or derived by the Receiving Party during the course of their engagement. Such information shall be broadly interpreted to include all information which has or could have commercial value or utility in the business of the Company, whether or not such information is specifically identified as confidential.

Confidential Information includes, without limitation, current and future product plans and specifications, technology, algorithms, prototypes, data, methods, processes, developments, designs, inventions, techniques, know-how, details of customers and business contacts, vendor information, business models, business plans, business processes, marketing and sales information, costs, resources, tools used, and all derivatives, improvements, analyses, compilations, or materials based on the foregoing.

The terms and existence of this Agreement shall also constitute Confidential Information.

Obligation of Confidentiality

The Receiving Party agrees and undertakes to:

a) Maintain strict confidentiality of all Confidential Information;

b) Not disclose, publish, transmit, or otherwise make available any Confidential Information, in whole or in part, to any third party without the prior written consent of the Company;

c) Use the Confidential Information solely for the purpose of performing duties or for the permitted purpose under this Agreement and for no other purpose whatsoever;

d) Exercise reasonable care and take all necessary precautions to prevent unauthorized access, use, disclosure, or loss of Confidential Information.

Ownership and Control

All Confidential Information shall remain the sole and exclusive property of the Company. Nothing contained in this Agreement shall be construed as granting the Receiving Party any rights, title, or interest in or to such Confidential Information.

Return and Destruction of Information

Upon termination or completion of the engagement, or upon request by the Company at any time, the Receiving Party shall promptly return or destroy all documents, records, materials, and data (in any form) containing or relating to Confidential Information and shall not retain any copies, extracts, or reproductions thereof.

Exceptions

The obligations of confidentiality shall not apply to information which:

a) Is or becomes publicly available without breach of this Agreement;

b) Is required to be disclosed pursuant to any applicable law, regulation, or court order, provided that the Receiving Party gives prior written notice to the Company, where legally permissible.

Survival of Obligations

The obligations set forth in this Clause shall survive the termination or expiry of this Agreement and shall remain in force for a period of two (2) years thereafter, or for so long as such information remains confidential in nature, whichever is earlier.

Ownership of Work Product

The Parties agree that the Company shall have complete, sole, and exclusive ownership over all work product, including but not limited to any designs, documents, reports, data, inventions, discoveries, improvements, processes, methodologies, software, source code, and any other materials of any nature whatsoever, created, developed, or contributed to by the Receiving Party, whether individually or jointly with others, during the course of and within the scope of their engagement with the Company (“Work Product”).

Assignment of Rights

The Receiving Party hereby irrevocably assigns and transfers to the Company all rights, title, and interest in and to the Work Product, including without limitation:

a) All copyright and related rights; b) All patent rights, inventions, and discoveries;

c) All trade secrets and proprietary rights;

d) All rights in technical documentation, data, and source code.

Such assignment shall be worldwide, perpetual, and shall include the right of the Company to use, modify, reproduce, distribute, and commercially exploit the Work Product in any manner.

Disclosure and Assistance

The Receiving Party shall promptly disclose in writing to the Company all Work Product, works, contributions, inventions, discoveries, designs, innovations, creations, developments, improvements, works of authorship, ideas, processes, techniques, know-how, and data (whether or not patentable or at a commercial stage) that are conceived, created, developed, learned, or reduced to practice during the course of their engagement.

The Receiving Party further agrees to execute all documents and provide all reasonable assistance, both during and after the term of this Agreement, as may be required to vest, perfect, or enforce the Company’s rights in such Work Product.

Materials and Company Property

All materials, including but not limited to documents, drawings, drafts, notes, designs, computer media, electronic files, and any additions, modifications, or revisions thereto (collectively, “Materials”), which are provided by the Company or developed during the course of the engagement, or which relate to the Work Product, shall remain the sole property of the Company.

Such Materials shall be returned to the Company promptly upon request and, in any event, upon termination or expiry of the engagement. The Receiving Party shall retain no copies thereof and shall have no rights in such Materials except as necessary for the performance of their obligations under this Agreement.

Moral Rights Waiver

To the extent permitted under applicable law, the Receiving Party hereby waives any and all moral rights or similar rights in relation to the Work Product in favor of the Company.

Exclusion of Independent Work

Any intellectual property developed independently by the Receiving Party, without the use of the Company’s resources, confidential information, or support, and which is not related to the Company’s business or anticipated research and development, shall remain the sole property of the Receiving Party.

No Implied Rights

Nothing contained in this Agreement shall be construed as granting the Receiving Party any license, right, or interest in respect of the Company’s existing intellectual property, except as strictly necessary for the performance of duties under this Agreement.

Permitted Purpose

The Receiving Party agrees that all Confidential Information disclosed under this Agreement shall be used solely for the purpose for which such information has been disclosed by the Company and for no other purpose whatsoever. The Receiving Party shall not use such Confidential Information for any personal, commercial, or competitive advantage, or in any manner that is detrimental to the interests of the Company.

Restriction on Disclosure

The Receiving Party shall not disclose, publish, transmit, or otherwise make available any Confidential Information, in whole or in part, to any third party without the prior written consent of the Company, except where such disclosure is strictly required by applicable law or regulatory authority. In such cases, the Receiving Party shall, to the extent legally permissible, provide prompt written notice to the Company to enable it to seek appropriate protective measures.

Standard of Care

The Receiving Party shall exercise a degree of care in protecting the Confidential Information that is at least equal to the care it uses to protect its own confidential information of a similar nature, and in any event, not less than a reasonable standard of care, to prevent unauthorized access, use, or disclosure.

Acknowledgment and Scope

The Receiving Party acknowledges that, in the course of their engagement, they may have access to personal data, sensitive personal data, confidential information, and sensitive business data relating to the Company, its clients, employees, vendors, or partners (“Data”). The Receiving Party agrees to handle, process, and use such Data strictly in accordance with applicable laws, including all rules framed thereunder, as well as any applicable data protection laws in India, and the Company’s internal policies, standards, and guidelines, solely for legitimate business purposes of the Company.

Obligations of the Receiving Party

The Receiving Party hereby agrees to:

a) Access, use, and process Data only for legitimate purposes directly related to the performance of assigned duties and not beyond what is strictly necessary;

b) Not collect, copy, store, transfer, or process any Data outside the Company’s authorized systems or share the same with any third party without prior written consent of the Company;

c) Implement and maintain all reasonable and necessary technical and organizational safeguards to protect Data against unauthorized access, disclosure, alteration, loss, misuse, or destruction;

d) Maintain strict confidentiality of all Data at all times;

e) Promptly notify the Company of any actual, suspected, or potential data breach, security incident, or unauthorized access involving Data.

Return and Deletion of Data

Upon termination or completion of the engagement, or upon request by the Company at any time, the Receiving Party shall immediately cease all use of Data and shall promptly return or securely delete all Data and related materials (including any copies, whether in physical or electronic form) in their possession, custody, or control. The Receiving Party shall not retain any copies thereof and shall, if required, provide written certification confirming such deletion.

Compliance and Liability

The Receiving Party agrees to comply with all applicable data protection and privacy laws. Any breach of this Clause shall be treated as a material breach of this Agreement and may result in immediate termination of the engagement and such legal action as may be deemed appropriate by the Company.

Survival of Obligations

The obligations under this Clause shall survive the termination or expiry of this Agreement and shall continue for so long as the Data remains confidential or protected under applicable law.

During the Term of this Agreement and for a period of first (1) year after the termination of this Agreement, the Employee agrees not to solicit any employee, consultant, client or other persons of the Employer, without the Employer’s prior written consent. Furthermore, the employee, in any way, directly or indirectly, will not interfere with any client or business counterparties or prospective clients.

The Receiving Party agrees that it shall not, directly or indirectly, contact, engage, solicit, or enter into any business relationship with any clients, customers, vendors, investors, or business associates of the Company that were introduced to or became known to the Receiving Party during the course of its engagement with the Company, without the prior written consent of the Company. This restriction shall apply during the term of this Agreement and for a period of first (1) year thereafter. This obligation is independent of and in addition to the confidentiality obligations under this Agreement.

Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior discussions, negotiations, or agreements.

Amendments

No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver

No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right.

Force Majeure

Neither Party shall be liable for failure or delay in performance of obligations due to events beyond reasonable control, including but not limited to acts of God, pandemics, government restrictions, or technical failures.

Electronic Consent

The Parties agree that all communications, approvals, and notices exchanged via email or other electronic means shall be deemed valid and legally binding.

Assignment

The Intern may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS CONFIDENTIALITY AGREEMENT IN DUPLICATE BY AFFIXING THE SIGNATURE OF THE AUTHORISED REPRESENTATIVES AS OF THE DATE HEREIN ABOVE MENTIONED.