A Non Disclosure Agreement, also generally called as ‘Confidentiality Agreement’, is an agreement wherein the parties agree to share the confidential information/data which is specified in the ‘Confidentiality Clause’ of the Non Disclosure Agreement. The parties to the Non Disclosure Agreement also agree not to disclose such information to the third party beyond the terms of the agreement.
Other Names of the Non Disclosure Agreement :
A Non Disclosure Agreement has multiple names like:
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Confidential Agreement (CA)
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Confidential Disclosure Agreement (CDA)
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Secrecy Agreement (SA)
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Proprietary Information Agreement (PIA)
Does a Non Disclosure Agreement need to be notarised?
It is not mandatory to Notarise or to have the Non Disclosure Agreement signed by Witness. But to ensure the further validity and enforceability of the Non Disclosure Agreement parties may choose to have witnesses sign the NDA and entact the validity of the document so that it cannot be questioned in the court of Law.
A memorandum of understanding is an agreement between two or more parties outlined in a formal document. It is not necessarily legally binding, which depends on the signatories' intent and the language in the agreement, but signals the willingness of the parties to move forward with a contract.
The MOU can be seen as the starting point for negotiations as it defines the scope and purpose of the talks. Such memoranda are most often seen in international treaty negotiations but may also be used in high-stakes business dealings such as merger talks.
How a Memorandum of Understanding (MOU) Works ?
An MOU is an expression of agreement to proceed. It indicates that the parties have reached an understanding and are moving forward. Although it is not always legally binding, it is a serious declaration that a contract is imminent.
NOTE:-
Although an MOU is not necessarily legally binding, it allows parties to prepare for signing a contract by explaining the broad concepts and expectations of their agreement. Communicating in clear terms what each party hopes to gain from an agreement can be essential to the smooth execution of signing a legal contract in the future.
A joint venture is generally understood as technical and financial collaboration either in the form of projects, take-overs or alliances with existing companies. Indian joint ventures usually comprise two or more individuals/companies, one of whom may be non-resident, who come together to form an Indian private/public limited company, holding agreed portions of its share capital. A joint venture agreement primarily provides for how the shareholders of the joint venture company may transfer or dispose of their shares. Joint ventures can exist in the form of companies, partnerships or joint working agreements.
Joint Venture generally has the following characteristics –
1. Contribution by partners of money, property, effort, knowledge, skill or other assets to the common undertaking.
2. A joint property interest in the subject matter of the venture.
3. Right of mutual control or management of the enterprise.
4. Right to share in the property.
A Founders’ Agreement is an official contract that is signed between all the co-founders of a firm. This document states all the responsibilities, ownership, and initial investments made by each of the founders of the company. It is advised to make a founders’ agreement at the incorporation stage of an enterprise as it will lay out the responsibilities and roles of each of the co-founders.
Now, let us look at the essentials that are a must in any founders’ agreement. They are:
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Definition of the business
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Details of capital raised (by founders and investors)
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Ownership details (in the company)
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Roles and responsibilities of each of the co-founders
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Compensation (salary drawn by each of the co-founders)
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Details of exit formality for founders
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Dissolution of the firm
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Details of dispute resolution
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Miscellaneous provisions (assignment of intellectual property rights, non-compete clauses, etc.,)
Share Purchase Agreements (SPA) come in different colors and shapes - long, short, detailed, complicated, conditional, two or multi-party. One common thread is the need to make SPAs balanced and most importantly, enforceable. While keeping in mind the fundamentals of the transaction, a lawyer needs to prioritise the business aspects while ensuring that the legal points are not relegated to footnotes. Over the years, thousands of SPAs that have been “executed”, but the perfect completely error free agreement eludes us all, despite the hundreds of years of collective experience in this field. Some of the essential features of a classic textbook document are discussed below for a better understanding of the topics that need to be covered while drafting an SPA.
A Shareholders Agreement is a crucial legal document that is designed to safeguard the rights and interests of the shareholders within a company. This agreement is legally binding and applies only to the parties involved, creating a formal contractual relationship between them. The goal of a Shareholder Agreement is to provide a framework for decision-making, protect minority shareholders, regulate the transfer of shares, and ensure the smooth operation of the company.
The Shareholders can enter into this Agreement at any time before or after the commencement of the Company. This Agreement can be used for both Private and Public companies. It is better to cross-check the by-laws of the Company mentioned under the Articles of Association (AoA) before drafting this Agreement to avoid any disparity.
Is it mandatory to have a Shareholder Agreement?
No, it is not mandatory. However, it provides clarity on the roles, responsibilities, and expectations of shareholders and helps prevent disputes in future.
What must a Shareholders Agreement contain?
This Shareholder's Agreement includes the following details:
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Party Details: details of the Parties entering into this Agreement.
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Authorized capital: the total authorized capital of the Company.
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Shares and ownership: the Shares held by each Shareholder and their percentage of Company ownership.
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First refusal rights: the details of the first refusal right by other Shareholders before transferring any Shares.
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Obligations of Directors: provisions related to the rights and obligations of the Directors/Board.
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Management: details related to the management of the Company.
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Termination: conditions under which the agreement can be terminated.
Who can enter into a Shareholder Agreement?
Any individual above the age of 18 years or legal entity who is also a shareholder in the company the Shareholder Agreement is related to.
What can be the duration of a Shareholder Agreement?
There is no fixed duration for the Shareholder Agreement. The duration can be fixed under the Shareholder Agreement such as for a fixed period, conditional termination, or upon closure of the company.
An MSA is a contract that sets standard expectations for both parties in a business relationship. Learn why they’re important and how to create your own.
Why is an Master Service Agreement important?
In addition to the convenience and streamlining offered by master service agreements, these documents also provide a substantial level of risk protection for both parties. By transparently arranging and agreeing to an MSA at the onset of a business relationship, both parties are setting clear expectations and terms that can be referenced quickly in the event of disagreement or dispute.
An SLA is a documented agreement between a service provider and a customer that defines: (i) the level of service a customer should expect, while laying out the metrics by which service is measured, as well as (ii) remedies or penalties should agreed-upon service levels not be achieved. It is a critical component of any technology vendor contract.
Vendor Agreement is a legal document which stipulates the provisions regarding the work performed by the vendor. It is a contract which specifies the conditions regarding the performance of certain work. Vendor Agreement can be made for many purposes like office supplies, consultant, technology, services. While negotiating a clear vendor agreement one clearly puts the goals, strategies for cost minimization risk factor.
Points to Remember while Makimg Vendor Agreement
While making a Vendors Agreement both parties should keep following things in mind:
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There date of the agreement & the date of providing services or delivery of goods should be given in the Agreement.
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The Precise time of the delivery should be given in the agreement.
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Location where the service has been provided
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Statement of Work without which a Vendors Agreement is treated as inoperative.
A service-level agreement (SLA) is an agreement between a service provider and a customer. Particular aspects of the service – quality, availability, responsibilities – are agreed between the service provider and the service user.[1] The most common component of an SLA is that the services should be provided to the customer as agreed upon in the contract. As an example, Internet service providers and telcos will commonly include service level agreements within the terms of their contracts with customers to define the level(s) of service being sold in plain language terms. In this case, the SLA will typically have a technical definition of mean time between failures (MTBF), mean time to repair or mean time to recovery (MTTR); identifying which party is responsible for reporting faults or paying fees; responsibility for various data rates; throughput; jitter; or similar measurable details.