Mutual non-disclosure agreement
Reference template · v1.0 · First Party and Second Party
Both sides protect confidential information shared while exploring a deal.
Reference template, not legal advice. Consult your lawyer.
Reference template only, not legal advice. Laws, stamp duty and tax treatment vary by State and by deal. Have your lawyer review and adapt this document before anyone signs it. Live Aware (operator of Arena) provides these as starting points and is not a party to agreements between users.
On an Arena deal, open the deal and choose Generate draft agreement to get this template filled in with the parties, deliverables, fee and dates.
1. Parties
This agreement is made on [agreement.date] between:1. [partyA.org], represented by [partyA.name] ([partyA.email]) (the "First Party"); and2. [partyB.org], represented by [partyB.name] ([partyB.email]) (the "Second Party").Each a "Party" and together the "Parties". Registered address, PAN / GSTIN and authorised signatory of each Party: [to be completed].
2. Purpose
The Parties wish to share information to evaluate a possible commercial arrangement relating to [deal.title] (Arena deal [deal.ref]) (the "Purpose").
3. Confidential information
Confidential information means all non-public information disclosed by a Party, in any form, including pricing, audience and fan data, sponsorship terms, plans and creative. It excludes information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party.
4. Obligations
The recipient shall use confidential information only for the Purpose, protect it with at least reasonable care, and share it only with employees and advisers who need it and are bound by similar duties. Disclosure required by law is permitted with prompt notice where lawful.
5. Term and return
These obligations last [2] years from the date of this agreement. On request, the recipient shall return or destroy confidential information, except copies required by law.
6. No obligation
Nothing in this agreement obliges either Party to enter into any further agreement, and no licence is granted except as needed for the Purpose.
7. Data protection
Each Party shall process personal data received under this agreement only for its purpose and in line with the Digital Personal Data Protection Act, 2023 and applicable rules.
8. Liability and indemnity
Each Party indemnifies the other against third-party claims arising from its breach of this agreement or of law. Neither Party is liable for indirect or consequential loss. Total liability is capped at [the fee under this agreement], except for fraud, wilful misconduct or breach of confidentiality.
9. Governing law and disputes
This agreement is governed by the laws of India. Disputes shall first be discussed in good faith for [30] days, then referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in [city], in English. Courts at [city] have exclusive jurisdiction for interim relief.
10. General
This agreement is the entire agreement on its subject and may be changed only in writing signed by both Parties. Stamp duty shall be borne by [Party] as per the applicable State Stamp Act. This agreement may be signed electronically and in counterparts. Live Aware (operator of Arena) provides the Arena platform only and is not a party to this agreement.
11. Signatures
For [partyA.org]: Name ____________ Designation ____________ Signature ____________ Date ________For [partyB.org]: Name ____________ Designation ____________ Signature ____________ Date ________