Subcontractor NDA

Subcontractor NDA Template for India

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Key Requirements PROMPT example:

"Need a Subcontractor NDA for our software development project starting January 2025, that specifically protects our source code and development methodologies, with strict IT security requirements for remote access."

Document background

This Subcontractor NDA is essential for businesses operating in India that engage subcontractors and need to protect their confidential information, trade secrets, and proprietary data. The document is specifically designed to comply with Indian contract law and incorporates common law principles for protecting confidential information, as India lacks specific trade secret legislation. The agreement is particularly crucial when sharing sensitive business information, technical specifications, or client data with subcontractors. It includes provisions for data security, permitted uses, return or destruction of confidential information, and remedies under Indian law. This template should be used whenever a primary contractor needs to share confidential information with subcontractors while maintaining control over its use and disclosure.

Suggested Sections

1. Parties: Identification of the main contractor, subcontractor, and any relevant affiliated entities

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

3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, etc.

4. Scope of Confidentiality: Detailed description of what constitutes confidential information

5. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed

7. Security Measures: Required procedures and safeguards for protecting confidential information

8. Return or Destruction: Requirements for handling confidential information upon agreement termination

9. Term and Survival: Duration of the agreement and surviving obligations

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

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Intellectual Property Rights: Additional provisions regarding IP ownership and licenses when confidential information includes IP

2. Data Protection: Specific provisions for handling personal data when applicable

3. Remote Working Provisions: Additional security measures for remote work scenarios

4. Third Party Disclosure: Specific provisions for sharing with additional subcontractors or third parties

5. Non-Solicitation: Restrictions on hiring or soliciting employees, if relevant to the business relationship

6. Export Control: Compliance with export control laws when dealing with international parties

7. Industry-Specific Compliance: Additional requirements for regulated industries like healthcare or financial services

Suggested Schedules

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

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

3. Schedule 3 - Security Protocols: Specific security measures and procedures to be followed

4. Schedule 4 - Subcontracting Scope: Details of the subcontracting arrangement and related confidentiality requirements

5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings by representatives

6. Appendix B - Data Handling Procedures: Detailed procedures for handling, storing, and disposing of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 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

Professional Services

Construction

Healthcare

Financial Services

Telecommunications

Research and Development

Defense

Engineering

Consulting

Software Development

Biotechnology

Automotive

Relevant Teams

Legal

Procurement

Operations

Information Security

Human Resources

Vendor Management

Compliance

Project Management

Information Technology

Finance

Supply Chain

Relevant Roles

Project Manager

Procurement Manager

Legal Counsel

Contract Manager

Operations Director

Chief Technology Officer

Human Resources Manager

Vendor Management Specialist

Information Security Officer

Business Development Manager

Supply Chain Manager

Compliance Officer

Technical Lead

Chief Financial Officer

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