1. 1. Definition of Confidential Information

   "Confidential Information" means all non-public information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, electronic, or in any other form, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including without limitation business plans, financial information, pricing, customer and supplier lists, technical data, source code, designs, trade secrets, and know-how.

   Confidential Information may be disclosed in oral, written, electronic, visual, or any other form, and includes all copies, notes, analyses, and other materials prepared by each Party (as a Receiving Party) that contain or are derived from such information.

2. 2. Purpose

   The Parties wish to explore and pursue [describe the purpose of disclosure] (the "Purpose"). Confidential Information is disclosed solely to enable the Purpose and for no other use.

3. 3. Obligations of Confidentiality

   Each Party, in its capacity as a Receiving Party, shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose it to any third party without the Disclosing Party's prior written consent; (c) use it solely for the Purpose; (d) protect it using at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable degree of care; and (e) limit access to those of its employees, officers, and professional advisers who have a need to know it for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement.

4. 4. Exclusions from Confidential Information

   The obligations in this Agreement do not apply to information that the Receiving Party can demonstrate:

   (a)is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement;

   (b)was rightfully in the Receiving Party's possession, without any obligation of confidentiality, before it was disclosed by the Disclosing Party, as evidenced by the Receiving Party's records;

   (c)is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;

   (d)is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party with respect to such information; or

   (e)is required to be disclosed by law, regulation, or a valid order of a court or government authority, provided that the Receiving Party (where legally permitted) gives the Disclosing Party prompt written notice so it may seek a protective order, and discloses only the portion legally required.
5. 5. Term and Duration

   This Agreement is effective as of the Effective Date and shall continue until terminated by either Party on written notice. Notwithstanding any termination, the confidentiality obligations in this Agreement shall survive and remain in effect for a period of 3 years from the date of disclosure of the relevant Confidential Information.

   With respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality shall continue for as long as such information remains a trade secret.

6. 6. Return or Destruction of Materials

   Upon the Disclosing Party's written request or upon termination of this Agreement, each Party (as a Receiving Party) shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information in its possession or control, together with all copies, and shall certify such destruction in writing if requested. The Receiving Party may retain one archival copy solely to comply with legal or regulatory obligations, which copy remains subject to this Agreement.

7. 7. No License or Transfer of Rights

   All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence or other right in or to the Confidential Information or any related intellectual property, whether by implication, estoppel, or otherwise, except the limited right to use it for the Purpose.

8. 8. No Warranty

   All Confidential Information is provided "as is". The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and shall have no liability arising from the Receiving Party's use of or reliance on it.

9. 9. Remedies

   The Receiving Party acknowledges that any breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek injunctive and other equitable relief, without the need to post bond, in addition to any other remedies available at law or in equity.

10. 10. Governing Law and Jurisdiction

    This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws principles. The Parties submit to the exclusive jurisdiction of the courts located in India in respect of any dispute arising out of or in connection with this Agreement.

11. 11. General

    This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions and understandings. It may be amended only by a written instrument signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No failure or delay in exercising any right operates as a waiver of it. This Agreement is binding on and enures to the benefit of the Parties and their permitted successors and assigns, and may be executed in counterparts, including by electronic signature, each of which is deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.