CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement ("Agreement") is entered into between:

1. Disclosing Party:

[Name of Insurance Firm], having its registered office at [Address], hereinafter referred to as the "Disclosing Party".

2. Receiving Party:

[Name of Vendor/Broker/Employee], having its address at [Address], hereinafter referred to as the "Receiving Party".

The Disclosing Party and Receiving Party are collectively referred to as the "Parties".

1. Identification of Parties

The Disclosing Party may disclose certain confidential, proprietary, business, technical, financial, operational, or customer-related information to the Receiving Party in connection with [business partnership / insurance services / claims processing / software development / consulting services / other purpose].

The Receiving Party agrees to protect such information in accordance with the terms of this Agreement.

2. Definition of Confidential Data

"Confidential Data" means all non-public information disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether provided verbally, electronically, in writing, visually, or through access to systems or databases.

Confidential Data may include, but is not limited to:

• Policyholder and customer lists and personal information;
• Insurance policy details and policy documents;
• Claims data, claim histories, and claim-processing information;
• Premium structures, pricing models, commissions, and underwriting information;
• Financial and business information;
• Internal processes, procedures, and operational information;
• Software source code, object code, algorithms, APIs, system architecture, and software logic;
• Database structures and technical documentation;
• Security credentials, access information, and system configurations;
• Business strategies, forecasts, proposals, and commercial terms;
• Information relating to employees, agents, brokers, vendors, or business partners; and
• Any other information reasonably understood to be confidential based on its nature or the circumstances of disclosure.

3. Permitted Use

The Receiving Party shall use Confidential Data strictly and solely for the purpose for which it was disclosed, including:

• Evaluating or performing a proposed or existing business partnership;
• Providing contracted services to the Disclosing Party;
• Processing, reviewing, or administering insurance claims;
• Providing technical, software, consulting, or operational services; or
• Any other purpose expressly authorized in writing by the Disclosing Party.

The Receiving Party shall not use Confidential Data for its own commercial benefit or for the benefit of any third party without the prior written consent of the Disclosing Party.

The Receiving Party shall limit access to Confidential Data to those employees, representatives, contractors, or professional advisers who have a legitimate need to know such information and who are bound by confidentiality obligations.

4. Confidentiality Obligations

The Receiving Party shall:

1. Keep all Confidential Data strictly confidential;
2. Use reasonable and appropriate security measures to prevent unauthorized access, disclosure, alteration, loss, or misuse;
3. Not disclose Confidential Data to any unauthorized third party;
4. Not copy or reproduce Confidential Data except where reasonably necessary for the permitted purpose;
5. Notify the Disclosing Party promptly upon becoming aware of any unauthorized access, disclosure, loss, or misuse; and
6. Take reasonable steps to mitigate the effects of any unauthorized disclosure or security incident.

The Receiving Party shall exercise at least the same degree of care used to protect its own confidential information of similar importance, and in no event less than reasonable care.

5. Exclusions from Confidential Data

Confidential Data shall not include information that the Receiving Party can demonstrate:

• Was publicly available at the time of disclosure or subsequently becomes publicly available through no breach of this Agreement;
• Was lawfully known to the Receiving Party before disclosure by the Disclosing Party;
• Was independently developed by the Receiving Party without using or relying upon the Confidential Data;
• Was lawfully received from a third party that was not, to the Receiving Party's knowledge, under an obligation of confidentiality; or
• Is required to be disclosed by applicable law, regulation, court order, or governmental authority, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prior written notice and reasonably cooperates in seeking protective measures.

6. Term and Duration of Confidentiality

This Agreement shall commence on [Effective Date] and shall remain effective until [Termination Date / completion of the business relationship], unless terminated earlier in accordance with its terms.

The Receiving Party's obligation to protect Confidential Data shall continue for [3/5] years after the termination or expiration of this Agreement.

Notwithstanding the foregoing, information qualifying as a trade secret shall remain protected for as long as such information continues to qualify as a trade secret under applicable law.

7. Return or Destruction of Confidential Data

Upon the Disclosing Party's written request or upon termination of the business relationship, the Receiving Party shall, subject to applicable legal or regulatory retention requirements:

• Return all Confidential Data and copies thereof;
• Permanently delete or destroy electronic copies where reasonably practicable; and
• Confirm such return or destruction in writing if requested by the Disclosing Party.

The Receiving Party may retain information that it is legally or regulatorily required to retain, provided that such retained information remains subject to the confidentiality obligations of this Agreement.

8. Breach and Remedies

The Receiving Party acknowledges that unauthorized disclosure, misuse, or loss of Confidential Data may cause substantial and irreparable harm to the Disclosing Party.

In the event of a breach of this Agreement, the Disclosing Party may, subject to applicable law, seek:

• Monetary damages and compensation for losses suffered;
• Injunctive or other equitable relief to prevent or restrict further disclosure or misuse;
• Recovery of reasonable costs and expenses incurred as a result of the breach, where permitted by law;
• Termination of the relevant business relationship or services; and
• Any other remedies available under applicable law.

The Receiving Party shall promptly cooperate with the Disclosing Party in investigating and mitigating any actual or suspected breach.

9. Data Protection and Security

Where Confidential Data contains personal information, policyholder information, health-related insurance information, financial information, or other protected data, the Receiving Party shall process and safeguard such information in accordance with applicable data-protection, privacy, cybersecurity, insurance, and regulatory requirements.

The Receiving Party shall implement reasonable technical and organizational safeguards appropriate to the sensitivity of the information.

10. No Transfer of Ownership

All Confidential Data shall remain the property of the Disclosing Party.

Nothing in this Agreement shall be interpreted as granting the Receiving Party any ownership rights, intellectual-property rights, license, or other interest in the Confidential Data except the limited right to use it for the permitted purpose.

11. No Unauthorized Disclosure

The Receiving Party shall not disclose Confidential Data to any third party without the prior written authorization of the Disclosing Party, except where disclosure is legally required.

Where disclosure to an authorized third party is permitted, the Receiving Party shall ensure that such third party is subject to confidentiality obligations substantially similar to those contained in this Agreement.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of [India / applicable jurisdiction].

Subject to any agreed dispute-resolution mechanism, the courts located in [City, State] shall have jurisdiction over disputes arising out of or in connection with this Agreement.

13. Entire Agreement

This Agreement constitutes the understanding between the Parties concerning the protection and use of Confidential Data and supersedes any prior confidentiality understandings relating to the same subject matter, unless otherwise agreed in writing.

Any amendment to this Agreement must be made in writing and signed or otherwise formally accepted by both Parties.