While creating a NDA you need to define what is meant by “confidential information”, who are the parties between whom the agreement is signed, what are the obligations on both sides, what happens in case of breach and who would be the deciding authority is such a case. Also generally when you are signing this NDA you also commit to the individual that you would not call upon him / her to share any information that he / she may not like to share.

Jitesh

Hi tara,

I have only 2 observation

i. In the paragraph "I abide that during my employment; I may come in contact with confidential information. I, as an employee, certify that I will not disclose, publish, divulge, release, or make known, in any manner or to any extent, to any individual other than an intended recipient", is the individual properly defined? Individual here means any single individual, a body, asociation, a peer group, a rival company or any other entity and that should be expressly recorded.

ii. Where is the punitive clause? For existing as also for ex-employees? In the last line u can mention something in this effect " failing which i will be liable to be subjected to any appropriate action deemed fit by the company".

BestRegards

Ramoji

Since monetary damages would be grossly in-sufficient generally where breach of information takes place, we had added the clause on arbitration under a designated authority. You will need to define the authority as suited in your case. A suggested option is as below:

Remedies

The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a duly appointed Arbitral Panel.

4) Arbitration, Law & Jurisdiction

If any dispute or difference of any kind arises between the Parties in connection with this Agreement, including any question regarding its existence, validity or termination, then either Party may give the other Party formal written notice that the dispute or difference exists, specifying its nature, the points of contention and its intention to refer the dispute to arbitration. If the Parties fail to resolve any dispute or difference through direct mutual consultation within a period of thirty calendar days from the date on which the aforementioned written notice was given, then the Parties agree that the dispute shall be referred to and settled by means of institutional arbitration administered by the International Chamber of Commerce (ICC) pursuant to ICC Rules published at http://www.iccwbo.org/court/english/arbitration/rules.asp Should institutional arbitration be required, the Parties agree that the Arbitral Panel shall be comprised of one sole arbitrator appointed by the ICC Court; that the award of the arbitrator shall be final and binding on both Parties; that arbitration proceedings shall be conducted in the English language; that the applicable Jurisdiction shall be New Delhi; and that this Agreement shall be governed by, and construed in accordance with, the laws of India.
jac