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Indemnity NDA for India

Indemnity NDA Template for India

A comprehensive confidentiality agreement governed by Indian law that combines standard non-disclosure provisions with specific indemnification clauses. This document provides robust protection for confidential information while requiring the receiving party to indemnify the disclosing party against losses arising from unauthorized disclosure or use of confidential information. The agreement incorporates key requirements under Indian contract law, including specific provisions for enforcement under the Indian legal system and remedies available under the Specific Relief Act, 1963.

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Indemnity NDA

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What is a Indemnity NDA?

This Indemnity NDA is designed for situations where standard confidentiality provisions need to be supplemented with strong indemnification obligations under Indian law. The document is particularly useful in high-value business relationships, technology transfers, strategic partnerships, or when sharing highly sensitive proprietary information. The agreement combines comprehensive confidentiality obligations with specific indemnity provisions, making it suitable for protecting the disclosing party against potential losses from breaches of confidentiality. It includes detailed provisions for implementation and enforcement under Indian jurisdiction, incorporating requirements from the Indian Contract Act, 1872, and related legislation. This type of agreement is commonly used in corporate transactions, joint ventures, and service arrangements where the potential impact of a confidentiality breach could be significant.

What sections should be included in a Indemnity NDA?

1. Parties: Identification of all parties to the agreement including their legal names, addresses, and company registration details if applicable

2. Background: Context of the agreement, relationship between parties, and purpose of entering into this NDA with indemnity provisions

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', 'Representatives', 'Indemnified Parties'

4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection measures, and permitted uses of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

6. Security Measures: Specific measures required to protect confidential information

7. Indemnification: Detailed indemnity provisions, including scope, process, and limitations

8. Term and Termination: Duration of the agreement and circumstances for termination

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

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

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

What sections are optional to include in a Indemnity NDA?

1. Intellectual Property Rights: Additional provisions regarding ownership and protection of IP rights, used when confidential information includes significant IP components

2. Non-Solicitation: Restrictions on soliciting employees or customers, included when there's risk of talent or customer poaching

3. Specific Performance: Right to seek specific performance as remedy, important for high-value or critical relationships

4. Insurance Requirements: Obligations to maintain specific insurance coverage, included for high-value indemnities

5. Dispute Resolution: Detailed arbitration or mediation procedures, included for complex or high-value agreements

6. Parent Company Guarantee: Additional guarantee from parent company, used when subsidiary's indemnity alone is insufficient

What schedules should be included in a Indemnity NDA?

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and protocols to be followed

4. Schedule 4 - Indemnity Limitations: Specific limitations, caps, or exclusions to the indemnity obligations

5. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by representatives who will access confidential information

Authors

Alex Denne

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

Jurisdiction

India

Cost

Free to use
Relevant legal definitions




























Clauses
























Relevant Industries

Information Technology

Pharmaceuticals

Manufacturing

Financial Services

Healthcare

Research & Development

Biotechnology

Telecommunications

Professional Services

Energy

Defense

Automotive

Relevant Teams

Legal

Compliance

Executive Leadership

Information Security

Research & Development

Business Development

Procurement

Risk Management

Corporate Strategy

Information Technology

Finance

Operations

Relevant Roles

Chief Legal Officer

Legal Counsel

Compliance Officer

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Business Development Manager

Project Manager

Research Director

Procurement Manager

Innovation Manager

Strategic Partnership Director

Risk Manager

Information Security Officer

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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