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Vendor Confidentiality Agreement

Vendor Confidentiality Agreement Template for India

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Key Requirements PROMPT example:

Vendor Confidentiality Agreement

"I need a Vendor Confidentiality Agreement for a software development vendor who will have access to our source code and customer database starting March 2025; the agreement must include strict data protection measures and specify remote access security protocols."

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Document background
The Vendor Confidentiality Agreement is essential when companies need to share sensitive information with external vendors while maintaining control over its use and disclosure. This document, structured in accordance with Indian law, particularly the Indian Contract Act, 1872 and the Information Technology Act, 2000, establishes clear guidelines for handling confidential information. It becomes necessary before engaging in detailed business discussions, during vendor onboarding, or when sharing proprietary information, trade secrets, or sensitive business data. The agreement typically includes definitions of confidential information, security requirements, permitted uses, and consequences of breach, making it a crucial tool for protecting business interests in vendor relationships.
Suggested Sections

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the vendor), including full legal names and registered addresses

2. Background: Context of the business relationship and purpose for sharing confidential information

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Affiliate'

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

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care

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

7. Term and Survival: Duration of the agreement and which obligations survive termination

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

9. Remedies: Available remedies in case of breach, including injunctive relief and damages

10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, amendments, and notices

Optional Sections

1. Non-Solicitation: Prevents vendor from soliciting employees or customers, included when there's significant interaction with key personnel or clients

2. Data Protection Compliance: Specific obligations regarding personal data protection, included when confidential information includes personal data

3. Intellectual Property Rights: Clarification of IP ownership and rights, included when confidential information includes IP-sensitive material

4. Security Protocols: Specific security measures required for handling confidential information, included for high-security requirements

5. Audit Rights: Right to audit vendor's compliance with confidentiality obligations, included for critical vendors or highly sensitive information

6. Force Majeure: Provisions for unforeseen circumstances, included when long-term confidentiality obligations are involved

Suggested Schedules

1. Schedule 1 - Detailed Description of Confidential Information: Comprehensive list of specific types of confidential information covered

2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access confidential information

3. Schedule 3 - Security Protocols and Procedures: Detailed security measures and procedures for handling confidential information

4. Schedule 4 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

5. Appendix A - Specific Project Details: Details of the specific project or purpose for which confidential information is shared

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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

Information Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Telecommunications

Retail

Research and Development

Pharmaceutical

Energy

Construction

Automotive

Aerospace

Education

E-commerce

Relevant Teams

Legal

Procurement

Vendor Management

Information Security

Compliance

Risk Management

Operations

Information Technology

Finance

Supply Chain

Business Development

Human Resources

Relevant Roles

Procurement Manager

Legal Counsel

Vendor Management Officer

Contract Administrator

Chief Information Security Officer

Chief Technology Officer

Risk Management Officer

Compliance Officer

Project Manager

Supply Chain Manager

Operations Director

Chief Financial Officer

Business Development Manager

IT Director

Human Resources Director

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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