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Outsourcing NDA Template for India

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Key Requirements PROMPT example:

Outsourcing NDA

"I need an Outsourcing NDA for my IT company based in Bangalore, protecting sensitive client data and source code as we plan to outsource our customer support and development services to multiple vendors starting March 2025."

Document background
The Outsourcing NDA is essential for businesses engaging in outsourcing relationships in India, where protection of confidential information and intellectual property is crucial. This document is typically used when companies initiate discussions about potential outsourcing arrangements or commence outsourcing services, requiring the exchange of sensitive business information, technical data, or personal information. The agreement ensures compliance with Indian legal requirements, including the Information Technology Act, 2000, and the Digital Personal Data Protection Act, 2023, while providing mechanisms for protecting trade secrets and proprietary information. It addresses specific challenges in the Indian outsourcing context, such as data localization requirements, cross-border data transfers, and enforcement mechanisms under Indian jurisdiction.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including registered addresses and company details

2. Background: Context of the outsourcing relationship and purpose of the NDA

3. Definitions: Detailed definitions of terms used in the agreement, including 'Confidential Information', 'Permitted Purpose', 'Representatives', etc.

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the outsourcing relationship

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

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and subcontractors

7. Data Protection and Security: Specific measures required to protect confidential information and comply with Indian data protection laws

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

9. Term and Survival: Duration of the agreement and provisions that survive termination

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

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

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when the outsourcing involves creation or use of intellectual property

2. Non-Solicitation: Restrictions on soliciting employees or clients, recommended when there's significant employee interaction

3. Information Security Audit Rights: Right to audit security measures, important for highly sensitive information or regulated industries

4. Export Control: Compliance with export control laws, necessary when dealing with international data transfers

5. Subcontractors: Provisions governing the use of subcontractors and ensuring their compliance with confidentiality obligations

6. Force Majeure: Provisions for unforeseen circumstances affecting confidentiality obligations

7. Insurance Requirements: Specific insurance requirements for data protection and cyber liability, important for high-value outsourcing

8. Data Localization: Specific requirements for data storage and processing locations, important for sensitive or regulated data

Suggested Schedules

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

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

3. Schedule 3 - Security Requirements: Specific technical and organizational security measures required

4. Schedule 4 - Data Processing Requirements: Specific requirements for handling and processing confidential data

5. Appendix A - Information Security Standards: Detailed security standards and protocols to be followed

6. Appendix B - Incident Response Plan: Procedures for handling and reporting security incidents or data breaches

Authors

Alex Denne

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

Relevant legal definitions








































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Relevant Industries

Information Technology

Business Process Outsourcing

Healthcare

Financial Services

Manufacturing

Telecommunications

E-commerce

Professional Services

Research and Development

Pharmaceutical

Software Development

Customer Service

Data Analytics

Engineering Services

Relevant Teams

Legal

Information Technology

Procurement

Vendor Management

Information Security

Compliance

Risk Management

Operations

Project Management

Business Development

Data Protection

Contract Administration

Relevant Roles

Chief Technology Officer

Legal Counsel

Procurement Manager

Vendor Management Director

Information Security Officer

Data Protection Officer

Operations Manager

Project Manager

Business Development Manager

Compliance Officer

Risk Manager

Contract Administrator

IT Director

Chief Information Officer

Outsourcing Manager

Strategic Sourcing Manager

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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