Mutual Non-Disclosure Agreement (NDA)

This is a template draft for legal review, not a finished legal document. It is meant to be used "where required for business or client interactions" (PRD section 71), for example with a prospective agency partner, an enterprise customer, a contractor, or a vendor. It has not been reviewed by a lawyer and must not be signed until it has been.

Last updated: 2026-09-20 (draft)

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Parties

Universe Help, Kalaiya-16, Bara, Nepal [registered entity name to be confirmed], operating Universe Help ("Company"), and [Counterparty Name] ("Counterparty"), together the "Parties" and each a "Party".

Effective date: [date].

1. Purpose

The Parties want to discuss or carry out [describe the purpose, for example: a possible partnership, a customer evaluation, or a contractor engagement] (the "Purpose"). Each Party may share Confidential Information for that Purpose only.

2. Confidential Information

"Confidential Information" means non-public information that one Party (the "Discloser") shares with the other (the "Recipient"), in any form, that is marked confidential or that a reasonable person would understand to be confidential. It includes product plans, source code, designs and documents, architecture and security details, pricing, customer and lead data, business strategy, and the terms of any discussions.

It does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidence; (c) the Recipient receives from a third party who is free to share it; or (d) the Recipient develops independently without using the Discloser's information.

3. Obligations

The Recipient will:

1. Use the Confidential Information only for the Purpose.
2. Keep it confidential using at least the care it uses for its own confidential information, and no less than reasonable care.
3. Share it only with employees, contractors and advisers who need it for the Purpose and who are bound by confidentiality duties at least as protective as this NDA.
4. Not copy it except as needed for the Purpose, and not reverse-engineer any software, prototype or materials.
5. Tell the Discloser promptly if it learns of unauthorized use or disclosure.

4. Personal data

This NDA does not authorize either Party to share personal data. If personal data must be shared, the Parties will first agree on a data processing agreement (see DPA-DRAFT.md) and any other terms that the law requires.

5. Required disclosure

The Recipient may disclose Confidential Information if a court, regulator or law requires it, if it gives the Discloser prompt written notice (where legally allowed) and discloses only what is required.

6. Term and return of information

This NDA applies to disclosures made during [12] months from the effective date. The duty to protect Confidential Information lasts [3] years after the last disclosure, and for trade secrets for as long as they remain trade secrets. When the Discloser asks, or when the Purpose ends, the Recipient will return or destroy Confidential Information and confirm in writing, except for copies it must keep by law or in routine backups (which stay protected).

7. No rights granted, no warranty

All Confidential Information stays the property of the Discloser. This NDA grants no license to any patent, copyright, trade secret or other right. Confidential Information is provided "as is" with no warranty. Neither Party must enter any further agreement.

8. Remedies

Unauthorized use or disclosure may cause harm that money cannot fully repair, so the Discloser may ask a court for an injunction in addition to other remedies.

9. General

• Governing law: the laws of Nepal, without regard to conflict-of-law rules. Disputes are heard in the courts of Nepal. [Counsel to confirm venue and, if the Counterparty is outside Nepal, any adjustments.]
• Entire agreement: this NDA is the whole agreement on its subject. Changes must be in writing and signed by both Parties.
• Assignment: neither Party may assign this NDA without the other's written consent, except to a successor of all or substantially all of its business.
• Severability: if a term is unenforceable, the rest stays in force.
• Counterparts and e-signature: this NDA may be signed in counterparts and electronically.

Signatures

	Company	Counterparty
Name
Title
Signature
Date

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Flags for legal review:

• The template is mutual. Counsel should decide whether a one-way version is needed for some uses (for example, a contractor who only receives information).
• The term lengths in section 6 ([12] months and [3] years) are placeholders.
• The governing-law clause (Nepal) needs a Nepali lawyer's review, and possibly adjustments for counterparties outside Nepal.
• Contractor engagements normally also need an intellectual-property assignment clause, which this template does not include.