The non- disclosure agreement is entered between parties to prevent the disclosure of any information shared between them. The agreement can be both unilateral or bilateral. The agreement template below is a unilateral agreement, between the Advocate and the client.
The Non-Disclosure Agreement is also called "Confidentiality Agreement". There are certain pre requisites to this agreement.
1) All information which is not to be disclosed, has to be clearly and unambiguously mentioned.
2) The agreement must be understood and consented by the parties.
3) The agreement must not be too rigid and should be reasonable.
4) In order to prevent long years of court battle in the case of a dispute, the clause of arbitration or mediation should be added.
The Non- disclosure agreement (the "Agreement") is made on 22 July 2020 between John Doe ("Disclosing Party") who is arrested under sections ___ of Indian Penal Code
The Advocate Jane Smith ("receiving party") who is the counsel for the defendant in the case of _____ v _______ ( AIR 2020 SC 455).
The disclosing party and the receiving party shall be hereinafter be referred to as Doe and Smith respectively.
The parties enter into an agreement to prevent the disclosure of any sensitive information by the Smith, that she receives during the course of her duty. Therefore, the parties agree as follows;
1. "Confidential Information" for the purpose of this agreement, the confidential information shall mean and include any information disclosed by one Party (Disclosing Party) to the other (Receiving Party) either directly or indirectly, in writing, orally, or by inspection of tangible like documents, media etc. Confidential Information may also include information disclosed to the Receiving Party by third parties on behalf of the Disclosing Party.
2. "term of Confidentiality": The term of confidentiality is for an indefinite period and Smith is never allowed to reveal any information that is not in the public domain and which she has received in lieu of her position as the defending counsel of Doe.
3. Parties clause: Any confidential information received by Smith, shall be deemed to be known to the employees of Smith and they will be held to be equally bound by the terms of this Agreement. (Section 127 of Indian Evidence Act)
4. Use of Confidential Information:
4.1 Smith can use the information received, to defend Doe during trials. However, no information received can be used against him in Court proceedings.
4.2 Smith is not allowed to divulge any information to the opposite party in the case that she receives during the course of her duty.
4.3 Smith is not allowed to use the information in anyway which favours the case of the opposite party.
5. Exclusionary clause : The Confidential information shall not include;
• Information that is already public knowledge.
• Information that is independently developed or discovered by the receiving party in the course of his employment in regard to any crime of fraud committed since the commencement of his employment (Section 126 of Indian Evidence Act)
• Any information made in furtherance of any Illegal Act. (Section 126 of Indian Evidence Act)
• Information that the disclosing party has already given the recipient consent to disclose.
• Any other information that both parties agree in writing is not confidential.
• If the party calls upon the Advocate or the receiving party to be a witness and Court and questions her on the subject matter.
6. NDA Arbitration clause:
This Agreement shall be governed by the laws of India. Both parties irrevocably submit to the exclusive jurisdiction of the Courts in Delhi, for any action or proceeding regarding this Agreement. Any dispute or claim arising out of or in connection herewith, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of Procedure of the Indian Arbitration & Conciliation Act, 1996, including any amendments thereof. The arbitration tribunal shall be composed of a sole arbitrator, and such arbitrator shall be appointed mutually by the Parties. The place of arbitration shall be Delhi, India and the arbitration proceedings shall take place in the English language.
The parties agree that if any portion of this agreement is held to be unenforceable or considered by Court to be invalid, then the said clause shall be struck down and the remaining provisions shall remain in force.
8. Return of Confidential Information received
The receiving party shall return all papers, documents, recordings received in relation to the case, once all appeals are exhausted and the final decree of the Court is received.
8. In case of termination of contract of employment
In a situation where the contract of employment between the Advocate and the client is frustrated, Smith shall not the have authority to reveal any information received during the period in which she was employed.
9. In case there is an escape of information
Where the information is given to Smith in confidence, and it happens to escape out of her office, whether or not she has notice of it, she will be held liable and will be responsible for any damage that occurs due to the leak of information.
10. Strict Liability
Smith will be held liable for any information, which is transferred by her employees, in the course of their employment. The liability will be governed by the principle of "Employer- Employee" relationship.
Notwithstanding anything contained in clause 6, incase Smith is of the opinion that, the disclosure of certain information is beneficial to the case of Doe, then any information revealed, shall not be held to be a breach of agreement. The act of good faith shall be determined by the Court of Appropriate jurisdiction.
This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.
Printed Name: ___________
Printed Name: __________
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