ZynoviqTrust centre
Mutual NDA
We sign NDAs before detailed discussions. Our standard is a short, mutual agreement under Indian law. You can use it as is, ask for changes, or send us your own.
Key terms at a glance
| Term | Our standard position |
|---|---|
| Type | Mutual — both parties protect what the other shares |
| Purpose | Discussing, scoping and evaluating a possible engagement (for example an Evaluation Mission, diagnostic or data licence) |
| What is protected | Non-public business, technical and financial information, AI system details, prompts, configurations, test results, test cases and answer keys, shared in any form and marked or reasonably understood as confidential |
| What is not protected | Information that is public, already known, independently developed, or lawfully received from someone else without a duty of confidence |
| Who may see it | Only people who need it for the purpose and are bound by confidentiality — employees, professional advisers, and network professionals bound by our contributor terms |
| Term | Two years for disclosures; confidentiality lasts three years after the last disclosure, and for as long as information remains a trade secret or personal data |
| Personal data | Avoided by design (synthetic cases); where any is shared, handled under the Digital Personal Data Protection Act, 2023 and a separate data processing agreement |
| At the end | Return or destroy on request, with written confirmation; backups and legally required records excepted but kept confidential |
| No commitment | No licence, no obligation to proceed, no exclusivity |
| Law and courts | Laws of India; courts at Chennai, Tamil Nadu |
How to get one
- Email support@zynoviq.com with your company's legal name, registered address and signatory details — or attach your own NDA.
- We send the agreement for electronic signature, or return your NDA with any comments.
- Once signed, we share our detailed material and you share what we need about your AI.
Full template text
| Clause | Text |
|---|---|
| 1. Parties and purpose | This Mutual Non-Disclosure Agreement is between Zynoviq Solutions Private Limited, a company incorporated in India ("Zynoviq"), and the counterparty named in the signature block (each a "Party"). The Parties wish to share information for the purpose of discussing, scoping and evaluating a possible engagement between them (the "Purpose"). |
| 2. Confidential Information | "Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential, including business plans, technical information, AI system designs, prompts, configurations, test cases, answer keys, evaluation results, pricing and financial information. |
| 3. Exclusions | Confidential Information does not include information that the Recipient can show (a) is or becomes public other than through its breach; (b) was lawfully known to it before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is lawfully received from a third party without a duty of confidentiality. |
| 4. Obligations | The Recipient shall (a) use Confidential Information only for the Purpose; (b) not disclose it except as permitted in clause 5; and (c) protect it with at least the care it uses for its own confidential information of a similar kind, and no less than reasonable care. |
| 5. Permitted disclosure | The Recipient may disclose Confidential Information to its directors, employees, contractors and professional advisers, and in Zynoviq's case to professionals in its network, who need to know it for the Purpose and are bound by confidentiality obligations no less protective than this Agreement. The Recipient is responsible for their compliance. The Recipient may disclose information where required by law, regulation or a court, after giving the Discloser prompt notice where lawful and disclosing only what is required. |
| 6. Personal data | The Parties intend that no personal data is shared under this Agreement. If any is, the Recipient shall process it only for the Purpose, in accordance with the Digital Personal Data Protection Act, 2023 and any data processing agreement between the Parties. |
| 7. Term and survival | This Agreement covers disclosures made within two years from the date of the last signature. The obligations in clauses 4 to 6 continue for three years after the last disclosure, and for as long as any Confidential Information remains a trade secret or personal data. |
| 8. Return and destruction | On request, or when discussions end, the Recipient shall return or destroy the Discloser's Confidential Information and confirm this in writing. Copies retained in automatic backups or as required by law may be kept, but remain subject to this Agreement. |
| 9. No licence, no obligation | No licence or other right in any Confidential Information or intellectual property is granted. Neither Party is obliged to enter into any further agreement. Nothing in this Agreement creates exclusivity or prevents either Party from working with others, provided it does not use the other Party's Confidential Information. |
| 10. Remedies | Each Party acknowledges that a breach may cause harm for which damages are not an adequate remedy, and that the Discloser may seek injunctive or other equitable relief in addition to any other remedy available under law. |
| 11. General | This Agreement is the entire agreement on its subject and may be changed only in writing signed by both Parties. It may be signed electronically and in counterparts. It is governed by the laws of India, and the courts at Chennai, Tamil Nadu, have exclusive jurisdiction. |
How the NDA fits with our other terms
The NDA covers early discussions. Once you engage us, confidentiality, data handling and licensing are governed by the master services agreement, order form and data processing terms. Data processing · Terms · Conflict-of-interest policy.
NDA — FAQ
Do you sign NDAs?+
Yes. Our standard is the mutual NDA on this page, and we can usually sign it the same week. Because our tests use synthetic cases, an NDA mostly protects your system details and our test material rather than your data.
Can we use our own NDA instead?+
Yes. Send it to us and we will review it. We look for a mutual form, a clear purpose, the usual exclusions, and permission to involve the professionals who work on your engagement under confidentiality.
Is an NDA needed for a free sample test?+
Usually not — the sample uses synthetic cases and only needs access to your AI in a test environment. We are happy to sign one if your policy requires it.
Do the professionals in your network see our information?+
Only those working on your engagement, and only what they need. Each is bound by confidentiality under our contributor terms. Contributor terms.