Mutual NDA

This Mutual Non-Disclosure Agreement ("Agreement") is made on [Date] between [Platform Legal Name], having its registered office at [Address] ("Company"), and [Counterparty Legal Name], having its registered office/address at [Address] ("Counterparty"), collectively the "Parties", in connection with discussions regarding a potential business relationship ("Purpose").

1. CONFIDENTIAL INFORMATION

1.1  "Confidential Information" means all non-public technical, business, financial, patient/user data-related, or operational information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether orally, in writing, or in electronic form, and designated as confidential or which ought reasonably to be understood as confidential given its nature.

1.2  Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already lawfully in the Receiving Party's possession without confidentiality obligation; (c) is independently developed without use of the Confidential Information; or (d) is lawfully received from a third party without breach of confidentiality.

2. OBLIGATIONS

2.1  The Receiving Party shall: (a) hold the Confidential Information in strict confidence; (b) use it solely for the Purpose; (c) not disclose it to any third party except to employees, advisors, or affiliates who need to know it for the Purpose and are bound by confidentiality obligations no less protective than herein; and (d) protect it with at least the same degree of care used to protect its own confidential information, and no less than reasonable care.

2.2  Where Confidential Information includes patient/health data, the Receiving Party shall additionally comply with the Digital Personal Data Protection Act, 2023 in respect of any such data.

3. COMPELLED DISCLOSURE

3.1  The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court/regulatory order, provided it gives the Disclosing Party prompt notice (where legally permissible) to allow it to seek a protective order.

4. NO LICENCE OR OBLIGATION

4.1  Nothing in this Agreement obligates either Party to proceed with any transaction, nor grants any licence or right in respect of the Confidential Information other than as expressly stated.

5. TERM

5.1  This Agreement shall remain in effect for [2] years from the date hereof, and the confidentiality obligations herein shall survive for [3] years from the date of disclosure of the relevant Confidential Information, or indefinitely in respect of any patient/health data to the extent required by law.

6. RETURN/DESTRUCTION

6.1  Upon written request or termination of discussions, the Receiving Party shall return or destroy all Confidential Information and confirm such return/destruction in writing, save for archival copies retained pursuant to bona fide document retention policies or legal requirement.

7. REMEDIES

7.1  The Parties acknowledge that unauthorised disclosure may cause irreparable harm for which damages may be an inadequate remedy, and that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedy available in law or equity.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1  This Agreement is governed by the laws of India. Disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator seated at [City], without prejudice to either Party's right to seek interim injunctive relief before a court of competent jurisdiction at [City].

IN WITNESS WHEREOF

the Parties have executed this Agreement through their authorised representatives on the date first written above.