Non-disclosure and Confidentiality Agreement

Non-disclosure and Confidentiality Agreement

  • Applies to: Prospects, customers, partners, and vendors of VoiceTree Technologies Pvt. Ltd. (“MyOperator”)
  • Legal notice: This article explains our standard mutual Non-Disclosure Agreement (NDA) in plain language. It is not legal advice.


Table of contents

  • When do I need the NDA? (Why/When)

  • What counts as “Confidential Information”? (Scope)

  • What’s excluded? (Exceptions)

  • How long does it last? (Term & Survival)

  • Who can I share with? (Permitted disclosures)

  • What am I agreeing to? (Obligations)

  • How do we sign it today? (Step-by-step)

  • What does “done” look like? (Success)

  • Common edge cases & limitations

  • What if the NDA is breached? (Remedies)

  • Ownership of information

  • Governing law & venue

  • Need help or a copy? (Contacts)

When do I need the NDA? (Why/When)

Use the NDA before sharing non-public product, commercial, or security information while exploring a potential relationship with MyOperator (software/IT services).



What counts as “Confidential Information”? (Scope)

“Confidential Information” means any non-public information disclosed by either party that is:

  • Marked confidential/restricted or similar; or

  • Reasonably understood to be confidential by its nature or context.
    Examples: business plans, pricing, technical designs, architecture, security docs, financial data, customer lists, roadmaps, prototypes, credentials.

Diagram (alt-text): Mutual NDA information flow showing two-way, need-to-know sharing.


What’s excluded? (Exceptions)

Information is not confidential if the recipient proves it was:

  • Already public without breach;

  • Known to the recipient without restriction before disclosure;

  • Rightfully received from a third party without duty of confidentiality;

  • Independently developed without use of the confidential information;

  • Required to be disclosed by law (with prompt notice and cooperation to limit disclosure where permitted).

How long does it last? (Term & Survival)

  • Term: Valid for 5 years from signature.

  • Early termination: Either party may end with 30 days’ written notice.

  • Survival: Confidentiality obligations continue for 5 years after expiry/termination.

  • Post-term handling: On request, return or securely destroy confidential materials and certify completion (reasonable back-ups permitted—see edge cases).

Who can I share with? (Permitted disclosures)

You may share confidential information with your employees, affiliates, or professional advisors (e.g., auditors, counsel) strictly on a need-to-know basis, provided they are bound by written confidentiality obligations at least as protective as this NDA.



What am I agreeing to? (Obligations)

Both parties agree to:

  • Use confidential information only to evaluate or pursue the potential business relationship;

  • Not disclose it to unauthorized parties;

  • Apply reasonable safeguards (administrative, technical, physical) to protect it;

  • Obtain prior written consent before any broader disclosure;

  • Promptly notify the other party of any suspected breach or legal request.

How do we sign it today? (Step-by-step)

Goal: Get a fully executed mutual NDA as quickly as possible.

Prerequisites

  • Authorized signatory name, title, and official email domain.

  • Company legal name, registered address, and signatory details.

Steps

  1. Request the standard NDA
    Send an email to legal@myoperator.co (cc your MyOperator account rep).

    Subject: NDA request – <Your Company> × MyOperator

Body: Please share MyOperator’s standard mutual NDA for e-signature. 

Legal entity: <Your Company Legal Name>

Signatory: <Full Name, Title, Email>

Target date: <DD MMM YYYY>

  1. Receive e-signature link
    You’ll get a link from our e-sign tool (mobile-friendly). Review and fill any blanks.
  2. Execute
    Sign electronically. If you require a unilateral NDA or redlines, reply to the email with specifics.
  3. Confirmation
    The platform emails all parties a fully executed PDF. Save it to your records.

Alternate paths

  • Wet signature: Ask for a printable PDF via the same email.

  • Mobile signing: The e-sign link works on iOS/Android browsers.

  • Your paper/NDA: Send a clean, editable copy (DOCX) to legal@myoperator.co for review.

What does “done” look like? (Success)

  • You receive a “Completed/Executed” email from the e-sign platform with the final PDF attached.

  • The PDF shows both parties’ signatures and execution date.

  • Your rep confirms the record is stored in MyOperator’s contract repository.

Common edge cases & limitations

  • Backups & logs: Secure, read-only archival backups may retain copies until overwritten by routine cycles.

  • Court/Regulator requests: We’ll notify (where lawful) and disclose only what’s required.

  • Affiliates/Sub-processors: Sharing to vetted affiliates/advisors is allowed under need-to-know with equivalent obligations.

  • No service obligations: The NDA does not obligate either party to transact, buy, sell, or build.

  • No IP assignment or license: Ownership stays with the disclosing party; no implied license is granted.

  • Conflicts: If the NDA conflicts with a later MSA/DPA, the later agreement usually governs that subject matter.

What if the NDA is breached? (Remedies)

  • The non-breaching party may seek injunctive relief (a court order to stop misuse) and pursue damages, including reasonable legal fees.

Ownership of information

All confidential information remains the property of the disclosing party. No rights, licenses, or ownership transfer.


Governing law & venue

This NDA is governed by the laws of India. Courts in New Delhi have exclusive jurisdiction.


Need help or a copy? (Contacts)

  • General & requests: legal@myoperator.co

  • Account questions: Contact your MyOperator account representative.

  • Escalation/urgent legal hold: legal@myoperator.co (include “URGENT” in subject).

FAQ (quick answers)

Does this cover past conversations?
Yes—prior disclosures are protected.

Can either party walk away?
Yes. Either party may terminate on 30 days’ notice; confidentiality continues for 5 years after.

What happens at the end?
On request, return or securely destroy confidential materials and stop using them.