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Agreement

Mutual Non-Disclosure & Confidentiality Agreement

Mutual obligations for protecting confidential business information.

Effective: Last updated:

Standard agreement template. Client details and project-specific schedules are completed for each engagement.

On this page 44 sections
  1. 1. PARTIES
  2. 2. PURPOSE
  3. 3. CONFIDENTIAL INFORMATION
  4. 4. ADSYNTRA'S CONFIDENTIAL INFORMATION
  5. 5. CLIENT'S CONFIDENTIAL INFORMATION
  6. 6. INFORMATION THAT IS NOT CONFIDENTIAL
  7. 7. CONFIDENTIALITY OBLIGATION
  8. 8. PERMITTED DISCLOSURES
  9. 9. LEGALLY REQUIRED DISCLOSURE
  10. 10. PERSONAL DATA
  11. 11. CUSTOMER AND LEAD INFORMATION
  12. 12. ACCOUNT ACCESS AND CREDENTIALS
  13. 13. NO UNAUTHORISED USE
  14. 14. ADSYNTRA PROPRIETARY SYSTEMS
  15. 15. CLIENT PROPRIETARY MATERIALS
  16. 16. NO LICENCE OR OWNERSHIP TRANSFER
  17. 17. RETURN OR DELETION OF INFORMATION
  18. 18. BACKUPS
  19. 19. SECURITY INCIDENT
  20. 20. PUBLIC ANNOUNCEMENTS
  21. 21. NO PUBLICATION OF CONFIDENTIAL RESULTS
  22. 22. NON-SOLICITATION OF CONFIDENTIAL INFORMATION
  23. 23. DURATION OF CONFIDENTIALITY
  24. 24. TRADE SECRETS
  25. 25. NO WARRANTY OF INFORMATION
  26. 26. NO OBLIGATION TO PROCEED
  27. 27. INJUNCTIVE / EQUITABLE RELIEF
  28. 28. INDEMNIFICATION
  29. 29. LIMITATION OF LIABILITY
  30. 30. COMPLIANCE WITH LAW
  31. 31. INTERNATIONAL DISCLOSURES
  32. 32. RELATIONSHIP WITH OTHER AGREEMENTS
  33. 33. ELECTRONIC ACCEPTANCE
  34. 34. ASSIGNMENT
  35. 35. SEVERABILITY
  36. 36. NO WAIVER
  37. 37. AMENDMENTS
  38. 38. ENTIRE AGREEMENT
  39. 39. GOVERNING LAW
  40. 40. DISPUTE RESOLUTION
  41. 41. NOTICES
  42. 42. EFFECTIVE DATE
  43. 43. SIGNATURES
  44. CONFIDENTIALITY ACKNOWLEDGEMENT

Adsyntra AI A brand operated by Mohit Lakhera, Sole Proprietor Jabalpur, Madhya Pradesh, India

Email: official@wolfsmedia.in

Website: AdsyntraAI.in

Version: 1.0

Effective Date: 20/09/2026

1. PARTIES

This Mutual Non-Disclosure & Confidentiality Agreement (“Agreement” or “NDA”) is entered into between:

PARTY A — SERVICE PROVIDER

Mohit Lakhera, sole proprietor of Adsyntra AI, having its business location at Jabalpur, Madhya Pradesh, India (“Adsyntra”).

and

PARTY B — CLIENT

Legal Name: [CLIENT LEGAL NAME]

Business/Brand Name: [CLIENT BUSINESS NAME]

Entity Type: [COMPANY / LLP / PARTNERSHIP / SOLE PROPRIETORSHIP / INDIVIDUAL / OTHER]

Address: [ADDRESS]

Authorised Representative: [NAME & DESIGNATION]

Email: [EMAIL]

Phone: [PHONE]

Adsyntra and the Client are individually a “Party” and collectively the “Parties”.

Because either Party may disclose confidential information to the other, each Party may be a “Disclosing Party” or “Receiving Party” depending on the circumstances.

2. PURPOSE

The Parties may exchange confidential, proprietary, commercial, technical and other non-public information for purposes including:

This Agreement establishes the confidentiality obligations applicable to such information.

3. CONFIDENTIAL INFORMATION

“Confidential Information” means non-public information disclosed by one Party to the other, whether disclosed:

Confidential Information may include, without limitation:

3.1 Business Information

3.2 Marketing Information

3.3 Technical Information

3.4 Customer and Lead Information

Where applicable, handling of Personal Data shall additionally be governed by the applicable Data Processing Agreement (DPA) and privacy laws.

3.5 Intellectual Property

Confidential Information may include:

4. ADSYNTRA'S CONFIDENTIAL INFORMATION

Without limitation, the following information belonging to Adsyntra may constitute Confidential

Information:

The Client shall not copy, reproduce, reverse engineer, distribute or commercially exploit such information except as expressly permitted in writing.

5. CLIENT'S CONFIDENTIAL INFORMATION

Without limitation, the following information belonging to the Client may constitute Confidential

Information:

Adsyntra shall use such information only for legitimate purposes connected with the engagement or other purpose authorised by the Client.

6. INFORMATION THAT IS NOT CONFIDENTIAL

Confidential Information does not include information that the Receiving Party can demonstrate:

  1. was publicly available at the time of disclosure;
  2. becomes publicly available through no breach of this Agreement;
  3. was lawfully known to the Receiving Party before disclosure;
  4. is independently developed without use of the Disclosing Party's Confidential Information;
  5. is lawfully received from a third party without a confidentiality obligation; or
  6. the Disclosing Party expressly agrees in writing may be disclosed.

The burden of demonstrating an applicable exclusion may rest with the Party asserting the exclusion, to the extent permitted by law.

7. CONFIDENTIALITY OBLIGATION

The Receiving Party shall:

  1. keep Confidential Information confidential;
  2. use it only for the permitted purpose;
  3. protect it using reasonable security measures;
  4. limit access to persons who reasonably need to know;
  5. not knowingly disclose it to unauthorised persons;
  6. not misuse it for personal or competing commercial purposes; and
  7. take reasonable steps to prevent unauthorised access, copying or disclosure.

8. PERMITTED DISCLOSURES

A Receiving Party may disclose Confidential Information to:

where such disclosure is reasonably necessary for the permitted purpose and the recipient is subject to appropriate confidentiality obligations.

The Receiving Party shall remain responsible for its own representatives' handling of Confidential Information to the extent required by applicable law and this Agreement.

9. LEGALLY REQUIRED DISCLOSURE

A Party may disclose Confidential Information where disclosure is required by:

Where legally permitted, the Receiving Party shall provide the Disclosing Party with reasonable advance notice so that the Disclosing Party may seek appropriate protective measures.

The Receiving Party shall disclose only the portion reasonably required by law where legally permissible.

10. PERSONAL DATA

Where Confidential Information contains Personal Data, the Parties shall comply with applicable privacy and data-protection requirements.

Where Adsyntra processes Personal Data on behalf of the Client, the applicable Data Processing Agreement (DPA) shall govern the data-processing relationship.

This NDA does not replace the DPA or applicable privacy law.

11. CUSTOMER AND LEAD INFORMATION

Where the Client provides Adsyntra with customer or lead information, Adsyntra shall:

12. ACCOUNT ACCESS AND CREDENTIALS

Where one Party provides the other with access to accounts, systems or platforms, such access information shall be treated as Confidential Information.

Examples include:

The Receiving Party shall use such access only for authorised purposes.

Where possible, the Parties should use role-based access or official account invitations instead of sharing personal passwords.

13. NO UNAUTHORISED USE

Neither Party shall use the other Party's Confidential Information to:

Nothing in this clause prevents a Party from using information independently developed without reliance on Confidential Information.

14. ADSYNTRA PROPRIETARY SYSTEMS

The Client acknowledges that Adsyntra may use proprietary systems, frameworks, processes and know-how in providing Services.

The Client may receive access to the results or agreed Deliverables of such systems, but Confidential Information belonging to Adsyntra does not automatically become Client property merely because it was used to provide the Services.

Ownership of intellectual property shall be governed by the applicable MSA/SOW.

15. CLIENT PROPRIETARY MATERIALS

The Client retains ownership of its pre-existing:

Disclosure of such materials to Adsyntra does not transfer ownership.

16. NO LICENCE OR OWNERSHIP TRANSFER

Except as expressly stated in a written agreement:

17. RETURN OR DELETION OF INFORMATION

Upon written request or termination of the applicable relationship, the Receiving Party shall, subject to applicable law and reasonable technical limitations:

However, a Party may retain information where reasonably necessary for:

Retained information shall remain subject to the confidentiality obligations of this Agreement for as long as it remains confidential.

18. BACKUPS

The Parties acknowledge that Confidential Information may exist in:

A Party is not required to immediately delete immutable or technically isolated backup copies where deletion is not reasonably practicable.

Such retained information shall not be actively used except for legitimate technical, legal or security purposes.

19. SECURITY INCIDENT

If a Party becomes aware of unauthorised access to or disclosure of the other Party's Confidential Information, it shall, where reasonably practicable:

  1. promptly notify the affected Party;
  2. take reasonable steps to contain the incident;
  3. investigate the incident;
  4. mitigate reasonably foreseeable harm; and
  5. cooperate regarding legally required notifications.

Where Personal Data is involved, the applicable DPA and privacy laws shall additionally apply.

20. PUBLIC ANNOUNCEMENTS

Neither Party may publicly announce the business relationship, use the other Party's name or logo, or publish non-public information about the engagement without prior written permission, except where legally required.

The MSA may separately govern portfolio, case-study and testimonial permissions.

21. NO PUBLICATION OF CONFIDENTIAL RESULTS

Neither Party shall publish non-public:

without appropriate written authorisation.

22. NON-SOLICITATION OF CONFIDENTIAL INFORMATION

Neither Party shall use Confidential Information obtained through the relationship to intentionally interfere with the other Party's legitimate business relationships.

Nothing in this Agreement prevents lawful competition or ordinary business activity based on information independently obtained.

Any specific non-solicitation obligations shall be governed by the applicable MSA/SOW and applicable law.

23. DURATION OF CONFIDENTIALITY

This Agreement begins on the Effective Date.

The confidentiality obligations shall continue during the business relationship and for three (3) years after termination or expiry.

However, information qualifying as a trade secret or information that remains confidential under applicable law shall continue to receive protection for as long as it remains legally protected as confidential information.

Personal Data shall remain subject to applicable privacy and data-protection requirements for as long as required by law.

24. TRADE SECRETS

Nothing in the three-year confidentiality period limits protection available to information that qualifies as a trade secret or otherwise receives longer protection under applicable law.

The Parties shall continue to protect such information for as long as the information remains legally protected.

25. NO WARRANTY OF INFORMATION

Confidential Information is provided for the permitted purpose.

Except as expressly stated in a separate written agreement, neither Party makes a representation or warranty that Confidential Information is:

This does not permit a Party to intentionally provide fraudulent information where prohibited by law or contract.

26. NO OBLIGATION TO PROCEED

Entering into this NDA does not require either Party to:

Either Party may discontinue discussions subject to its other contractual obligations.

27. INJUNCTIVE / EQUITABLE RELIEF

The Parties acknowledge that unauthorised disclosure or misuse of Confidential Information may cause harm that may not always be adequately compensated by monetary damages.

Where permitted by applicable law, the affected Party may seek appropriate interim, injunctive or equitable relief in addition to other remedies available under law.

Nothing in this clause limits any statutory or contractual remedy available to either Party.

28. INDEMNIFICATION

Any indemnification obligations relating to confidentiality, data protection or intellectual-property infringement shall be governed by the applicable MSA or other written agreement between the Parties.

Nothing in this NDA creates unlimited liability where the MSA contains a legally applicable limitation of liability.

29. LIMITATION OF LIABILITY

Where this NDA is incorporated into an MSA, the MSA's limitation-of-liability provisions shall apply unless expressly stated otherwise.

Where this NDA is used independently without an MSA, liability shall be determined under applicable law and the express terms of this NDA.

Nothing excludes liability that cannot legally be excluded.

30. COMPLIANCE WITH LAW

Each Party shall comply with applicable law in handling Confidential Information.

This includes applicable requirements relating to:

31. INTERNATIONAL DISCLOSURES

Where Confidential Information is transferred across borders, the Parties shall comply with applicable laws governing such transfers.

Where required, the Parties may enter into additional contractual protections.

International processing or access through cloud, SaaS, AI or other technology providers may occur where permitted by applicable law.

32. RELATIONSHIP WITH OTHER AGREEMENTS

Where an MSA, SOW, DPA or other agreement exists between the Parties:

unless the relevant agreement expressly states otherwise.

Where there is a conflict concerning mandatory law, mandatory law shall prevail.

33. ELECTRONIC ACCEPTANCE

This NDA may be accepted through:

Electronic acceptance shall constitute evidence of the Parties' intention to be bound, subject to applicable law.

34. ASSIGNMENT

Neither Party may assign this NDA to another party in a manner that materially affects the other Party's confidentiality rights without appropriate written consent, except where assignment occurs as part of a lawful restructuring, merger, acquisition or transfer of substantially all relevant business assets and the assignee assumes applicable confidentiality obligations.

35. SEVERABILITY

If any provision of this NDA is found to be invalid, unlawful or unenforceable, the remaining provisions shall continue in effect to the extent legally permissible.

The affected provision shall be modified or limited to the minimum extent necessary where legally permissible.

36. NO WAIVER

Failure to enforce a provision of this NDA does not constitute a waiver of that provision or any other right.

A waiver shall not be considered permanent unless expressly stated in writing.

37. AMENDMENTS

Any amendment to this NDA should be made in writing and accepted by both Parties.

Electronic acceptance may be used where legally valid.

38. ENTIRE AGREEMENT

This NDA, together with any expressly incorporated MSA, SOW, DPA or amendment, constitutes the agreement between the Parties concerning confidentiality and non-disclosure of information.

Where this NDA is signed before an MSA is executed, the confidentiality obligations shall remain effective regardless of whether the Parties ultimately enter into a commercial relationship.

39. GOVERNING LAW

Unless otherwise agreed in writing, this NDA shall be governed by the laws of India, subject to mandatory laws applicable to the relevant transaction or Party.

The courts/competent dispute-resolution forum having jurisdiction in Jabalpur, Madhya Pradesh, India, shall have jurisdiction to the extent legally permissible.

For international Parties, mandatory laws applicable to the relevant transaction may continue to apply.

40. DISPUTE RESOLUTION

The Parties shall first attempt in good faith to resolve disputes through direct discussion.

Where appropriate, the Parties may mutually agree to mediation or arbitration.

Nothing prevents either Party from seeking urgent interim or protective relief from a competent court where legally permissible.

41. NOTICES

Formal notices under this NDA shall be sent to the contact details below or to subsequently updated contact details provided in writing.

Adsyntra

Mohit Lakhera — Sole Proprietor, Adsyntra AI

Email: official@wolfsmedia.in

Location: Jabalpur, Madhya Pradesh, India

Client

Name: [CLIENT NAME]

Email: [CLIENT EMAIL]

Address: [CLIENT ADDRESS]

42. EFFECTIVE DATE

This NDA becomes effective on:

20/09/2026

or the date of the last Party's acceptance/signature, whichever is later, unless otherwise stated.

43. SIGNATURES

PARTY A — ADSYNTRA AI

Mohit Lakhera Sole Proprietor — Adsyntra AI

Signature: ______

Date: __________

Email: official@wolfsmedia.in

PARTY B — CLIENT

Legal Name: ______

Authorised Representative: ______

Designation: ______

Signature: ______

Date: __________

Email: __________

CONFIDENTIALITY ACKNOWLEDGEMENT

By signing or electronically accepting this NDA, each Party confirms that it understands:

END OF MUTUAL NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

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