Mutual Non-Disclosure Agreement

Last updated: August 2026

This is the standard mutual Non-Disclosure Agreement (NDA) that NoCubical Pvt Ltd signs with clients and prospective clients. It is published here so you can read it before you ask for it, and before you tell us anything about your idea.

It is mutual, which means it protects both sides. You share your idea, your data and your plans. We share our methods, our estimates and our pricing. Both are covered by the same terms.

How to get it signed

  1. Ask for it when you get in touch, or reply to our first email and say you want an NDA.
  2. We send this document, already signed by us, usually the same working day.
  3. You sign and return it. Electronic signatures and scanned copies are fine.

If you want the NDA in place before we speak at all, say so and we will complete it before the first call is held. If you would rather use your own template, send it over. We will review it and sign it where the terms are workable, and we will tell you plainly if something in it does not work for us, which is usually a clause that stops us using our own general skills and reference material, or a non-compete written into an NDA.

What it says, in plain language

  • Anything either side shares for the purpose of discussing or delivering the work is confidential.
  • It can be used only for that work, and for nothing else.
  • It can be shown only to people who need it and who are under the same obligation.
  • Four standard things are not covered: information that is already public, information already lawfully known, information received from someone else who was free to share it, and anything developed independently without using what was disclosed.
  • The obligation lasts three years after each disclosure. Trade secrets stay protected for as long as the law treats them as trade secrets.
  • Signing it does not commit either of us to doing business together.

The rest of this page is the agreement itself. The copy signed by both parties is the version that governs. Nothing on this page is legal advice, and you are welcome to have your own adviser review it.

The agreement

1. Parties

This Agreement is made between NoCubical Pvt Ltd, an Indian private limited company with its correspondence address at Gold City Antilia, Randhawa Road, Khanpur, Mohali 140301, India ("NoCubical"), and the individual or entity named in the signature block ("you"). Each party may disclose information to the other, so each acts as both Disclosing Party and Receiving Party.

2. Purpose

The parties wish to discuss, evaluate and where agreed carry out an engagement, which may include a discovery call, an Idea to Execution Blueprint, product and technical planning, design, development, testing, support, consultancy or training (the "Purpose"). Confidential Information may be used only for the Purpose.

3. Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Purpose, in any form, whether or not marked confidential, that is identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

It includes, without limitation: product ideas and concepts, requirements, roadmaps, specifications, designs and wireframes, source code, architecture and data models, credentials and access keys, customer, user and employee data, financial information, pricing and commercial terms, business plans, and, in the case of NoCubical, its methods, templates, checklists, estimates, proposals and rates.

This Agreement also covers information disclosed in connection with the Purpose before the date it is signed.

4. What is not Confidential Information

The obligations in this Agreement do not apply to information that the Receiving Party can show:

  • was public at the time of disclosure, or later becomes public other than through a breach of this Agreement;
  • was already lawfully known to it, without a duty of confidence, before disclosure;
  • was received from a third party who was free to disclose it; or
  • was independently developed by it without use of, or reference to, the Disclosing Party's Confidential Information.

5. Obligations of the Receiving Party

The Receiving Party will:

  • keep the Confidential Information confidential;
  • use it only for the Purpose;
  • protect it with at least the degree of care it applies to its own confidential information, and in no event less than reasonable care;
  • not copy or reproduce it beyond what the Purpose reasonably requires; and
  • notify the Disclosing Party promptly on becoming aware of any unauthorised use or disclosure, and take reasonable steps to limit the effect of it.

6. Who may see it

The Receiving Party may disclose Confidential Information to its directors, employees, contractors and professional advisers who need it for the Purpose, provided each is bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party remains responsible for their compliance as if it were its own.

7. Service providers and software tools

The Receiving Party may store and process Confidential Information using standard business software and service providers, for example cloud hosting, email, source control, project management, and AI-assisted development, documentation or writing tools, provided that:

  • the provider is bound by confidentiality obligations;
  • the provider's terms do not permit the information to be used to train publicly available models or otherwise be disclosed for the provider's own purposes; and
  • the Receiving Party remains fully responsible for the information handled by that provider.

If you require particular tools, providers or jurisdictions to be excluded, list them in the signature block. We will either comply or tell you before any work begins that we cannot.

8. Disclosure required by law

The Receiving Party may disclose Confidential Information where required by law, regulation, a court or a regulator. In that case it will disclose only the minimum required and, where it is lawful and practical to do so, give the Disclosing Party prior notice so that party can seek protective measures.

9. Skills, know-how and pre-existing materials

Nothing in this Agreement prevents either party from using the general skills, knowledge, techniques and experience retained in the unaided memory of its personnel, or from continuing to use and develop its own pre-existing methods, templates, checklists, reference architectures, code libraries and tools, provided that in doing so it does not disclose the other party's Confidential Information or use that party's specific product concepts, designs or data.

10. No licence and no transfer of rights

Confidential Information remains the property of the Disclosing Party. Disclosure under this Agreement grants no licence or other right in any patent, copyright, trademark, trade secret or other intellectual property. Ownership of anything created during an engagement, including documents and code, is governed by the contract or statement of work for that engagement and not by this Agreement.

11. No obligation to proceed, and no restriction on other work

This Agreement does not oblige either party to enter into any transaction, and either party may end discussions at any time. This Agreement is not a non-compete. It does not restrict either party from working with any other client, including in the same industry or on a similar type of product, so long as the other party's Confidential Information is neither used nor disclosed.

12. Return or destruction

On written request, or when the Purpose comes to an end, the Receiving Party will return or destroy the Confidential Information in its possession and confirm this in writing if asked. It may retain copies held in routine system backups, and copies it is required to keep by law or professional record-keeping obligations. Anything retained remains subject to this Agreement for as long as it is retained.

13. Term and survival

This Agreement applies to Confidential Information disclosed during the two years following the Effective Date. The obligations in respect of each disclosure continue for three years from the date of that disclosure. Information that qualifies as a trade secret remains protected for as long as it is a trade secret under applicable law.

14. Remedies

Each party accepts that damages alone may not be an adequate remedy for a breach of this Agreement, and that the other party may seek injunctive or other equitable relief, in addition to any other remedy available to it, without needing to prove actual loss.

15. Publicity

Neither party will name the other, or describe the engagement, in marketing material, a portfolio, a case study or a public announcement without the other party's prior written consent. Consent by email is sufficient.

16. General

  • Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to the whole of its business.
  • Entire agreement. This Agreement is the entire agreement between the parties on confidentiality, and replaces any earlier understanding on that subject.
  • Variation. Any change must be in writing and signed by both parties.
  • Waiver. A delay in enforcing a right is not a waiver of it.
  • Severability. If any provision is held unenforceable, the rest continues in force and the provision is treated as modified to the minimum extent needed to make it enforceable.
  • Counterparts and signature. This Agreement may be signed in counterparts, and by electronic signature or scanned copy, each of which is valid.

17. Governing law and jurisdiction

This Agreement is governed by the laws of India. The courts in Mohali / Chandigarh, India have exclusive jurisdiction over any dispute arising out of or in connection with it.

Signature block

Effective Date: _______________

For NoCubical Pvt Ltd
Name: _______________
Title: _______________
Signature: _______________
Date: _______________

For you
Individual or entity name: _______________
Address: _______________
Name of signatory: _______________
Title: _______________
Signature: _______________
Date: _______________

Excluded tools, providers or jurisdictions (clause 7), if any: _______________

Asking for an NDA

To request a signed copy, email grow@nocubical.com with the name and address you want on it, or mention it when you get in touch. It costs nothing and it does not delay anything.

This page should be read together with our Terms & Conditions, Privacy Policy and Legal notices. Where a signed NDA and our Terms & Conditions conflict on confidentiality, the signed NDA prevails for the information it covers.