#Click-through Mutual Non-Disclosure Agreement

NDA-GL-002 v1.0.0: the Trust Center NDA gate

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#Applicability

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#Purpose

NDA-GL-002 is the instrument that unlocks the T_NDA document tier without a human in the loop. A prospective customer reads it on screen, accepts it, and has the material in seconds rather than in days.

It is the fastest document in the library and, on the two clocks that matter, the one that removes the most days: it takes the "send us your NDA / we will send ours / our counsel will revert" exchange off the front of every deal. It is not a substitute for NDA-GL-001, and it says so.

Design constraint: the operative text below is under 600 words. That is a hard limit, not an aspiration. A click-through agreement that cannot be read on a screen in ninety seconds is a click-through agreement that will not be read, and an unread standard-form term is exactly the term an Indian court will decline to enforce.

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#Part A: The Agreement (operative text)

Everything between the two rules below is the agreement. It is rendered verbatim in the acceptance dialogue. Nothing outside it forms part of the contract.

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#Mutual Non-Disclosure Agreement: NDA-GL-002 version 1.0.0

1. Parties. This agreement is between Edsol Edtech Pvt. Ltd. ("we", "us") and the organisation you name when you accept it ("your organisation", "you"). You confirm you are authorised to accept it for your organisation. If you are not, you accept it in your own name and are bound by it personally.

2. Purpose. To let you evaluate Pensieve using the NDA-gated material in our Trust Center at https://trust.pensievelabs.org, and to let you tell us about your hospital so that we can respond (the "Purpose").

3. What is confidential. (a) Anything we make available to you in the NDA-gated tier of the Trust Center, and anything we tell you in connection with your evaluation. (b) Anything you tell us about your hospital's operations, systems, finances or plans. Each is the Confidential Information of the party that disclosed it.

4. What is not. Information that is public other than through a breach of this agreement; that the receiving party already lawfully held without restriction; that a third party lawfully supplied without restriction; or that the receiving party developed independently without using the other's Confidential Information.

5. Obligations. Each party will use the other's Confidential Information only for the Purpose, protect it with at least reasonable care, and disclose it only to people within its own organisation, and to its professional advisers, who need it for the Purpose and are bound to keep it confidential. Each party is responsible for those people.

6. Compelled disclosure. Either party may disclose where a law, court or regulator requires it. Where it is lawful to do so, that party will notify the other first and disclose only what is required.

7. No licence, no commitment, no warranty. Nothing here grants or transfers any intellectual property right. Nothing obliges either party to proceed, to disclose anything, or to keep anything available. Everything is provided as is, without warranty of accuracy or completeness.

8. No personal data. Do not send us patient data or any other personal data under this agreement. If you do, we will not use it and will delete it on your instruction. Processing personal data requires our Data Processing Agreement (DPA-GL-001).

9. How long. This agreement runs for two years from acceptance. Confidentiality obligations run for two years from the date each item was disclosed, and, for trade secrets, for as long as they remain trade secrets. On request, each party will delete the other's Confidential Information, except copies in routine backups or under a legal hold, which stay confidential until deleted in the ordinary course.

10. What replaces this. If your organisation and we execute our standard Mutual NDA (NDA-GL-001), a one-way NDA (NDA-GL-003) or a Master Services Agreement (MSA-IN-001), that instrument replaces this agreement and governs everything disclosed under it, including everything already disclosed under this one.

11. Remedies. Damages may not be an adequate remedy for a breach. Either party may seek an injunction.

12. Law. This agreement is governed by Legal governing law. The courts at Legal jurisdiction have exclusive jurisdiction, except that either party may seek interim relief in any competent court. Accepting this agreement electronically binds you as a signature would. Edsol Edtech Pvt. Ltd. will bear any stamp duty that may be assessed on it.

Word count of clauses 1 to 12: 531. The ceiling is 600. A change that breaches the ceiling requires Legal sign-off, because the ceiling is the enforceability argument, not a style preference.

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End of the agreement. Everything below is implementation specification and legal commentary. It is not shown in the acceptance dialogue and forms no part of the contract.

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#Part B: Acceptance UX requirements (binding on the application)

These requirements are derived from the enforceability conditions in Part D. Each is mandatory. A release that fails any of them makes every acceptance recorded by that release weaker evidence than it needs to be.

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#Part C: Evidentiary record (what the application must persist)

One row per acceptance, in an append-only table with no UPDATE and no DELETE grants, retained for eight (8) years. Every field is mandatory unless marked optional.

Derived artefacts the record must be able to produce, on demand and without reconstruction:

1. Acceptance Certificate (PDF): a one-page, letterhead-rendered statement of who accepted what, when, from where, with the version, the full hash and the algorithm. Issued to the accepting organisation on request, and attached to any dispute file.
2. The exact text as accepted, re-served from rendered_text_object_key and verified against rendered_text_sha256 on read.
3. Input to the certificate under section 63(4), Bharatiya Sakshya Adhiniyam, 2023, which requires the hash value of the electronic record and the algorithm used to obtain it. This is the operational reason the full 64-character digest and the literal algorithm string are stored, and not a truncated display hash.

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#Part D: Legal basis

Commentary. Not part of the agreement.

#D.1 What this instrument is, and what it is not

NDA-GL-002 is a contract formed by electronic means. It is not signed with an electronic signature within section 3A of the Information Technology Act, 2000, and this document does not claim that it is. Ticking a box and activating a button is not a Second Schedule technique. It follows that the statutory presumptions attaching to signed electronic records do not attach automatically here, and that the evidentiary record in Part C is doing the work the signature would otherwise do. Stating this plainly is deliberate: a vendor who claims a clickwrap is an "electronic signature" loses the room the moment the hospital's counsel opens the IT Act.

Where the value of the information warrants a signed instrument, NDA-GL-001 exists and is executed with Aadhaar eSign or a Digital Signature Certificate, both of which are Second Schedule techniques.

#D.2 The statutory basis

Note for anyone drafting from older material: the Bharatiya Sakshya Adhiniyam, 2023 came into force on 1 July 2024 and repealed the Indian Evidence Act, 1872. Sections 65B, 85A, 85B and 67A no longer exist. Much published Indian commentary on clickwrap, including sources otherwise relied on here, still cites s.65B. Do not repeat that error in front of a hospital's counsel.

#D.3 The case law, and the conditions it produces

Indian courts have not produced a dedicated clickwrap judgment of the kind the United States has. The position is assembled from three lines of authority.

1. Contracts can be concluded without a signed instrument, by electronic exchange. Trimex International FZE Ltd. v. Vedanta Aluminium Ltd., (2010) 3 SCC 1: the Supreme Court held a contract concluded by an exchange of e-mails, with no formal signed agreement, where the essential terms were agreed and acceptance was unconditional. (Indian Kanoon; SSRN case comment)

   Correction to widely-published commentary. Several 2025 and 2026 secondary sources describe Trimex as "a Delhi High Court decision upholding a click-wrap agreement". It is neither: it is a Supreme Court decision under section 11(6) of the Arbitration and Conciliation Act, 1996, about e-mail exchange. Cite it for what it decided.

2. Unconscionable terms in standard-form contracts are unenforceable where bargaining power is unequal. Central Inland Water Transport Corporation Ltd. v. Brojo Nath Ganguly, (1986) 3 SCC 156; LIC of India v. Consumer Education & Research Centre, (1995) 5 SCC 482. (AdvocateKhoj: LIC v. CERC; Indian Kanoon: LIC v. CERC) This is the live risk for any click-through instrument, and it is why the terms in Part A are mutual, short, and modest: there is nothing in them that a court would be asked to strike. No indemnity, no liability cap, no non-solicit, no perpetual restraint, no waiver of rights, no unilateral variation.
3. Unusual or onerous terms must be brought to the other party's attention. The general Indian rule on notice of terms in standard-form contracts. This produces requirements B1 to B6 and B11.

The conditions that follow, and which Part B implements: conspicuous notice adjacent to the assent control; the full terms visible or one click away in legible form; an unambiguous affirmative act linked to one identified instrument; a real alternative to accepting; and an audit-ready log tying the act to a person, a time and a specific version of the text. (Mondaq on Clickwrap, Browsewrap and Negotiated SaaS Contracts: Enforceability in India; iPleaders: Enforceability of clickwrap agreements in India)

Browsewrap is not an option. Terms notified only by a footer link, with no affirmative act, are the weakest form and the one Indian commentary consistently marks as high-risk. Pensieve Labs does not use browsewrap for any gated tier.

One narrowing that helps. The counterparty here is a hospital acting in business, not a consumer. The "unfair contract" machinery of section 2(46) of the Consumer Protection Act, 2019 addresses consumer contracts and does not reach a business-to-business NDA. The unconscionability line at (2) above still does.

#D.4 Why identity verification precedes acceptance

An acceptance record that cannot be tied to an identified person is a record of a click, not of a contract. Requirement B7 (verify the work email by one-time code before the dialogue is shown) converts an anonymous event into evidence that a named individual, at a named organisation, on a named domain, accepted a specific version at a specific time. It costs the visitor about twenty seconds. It is the single highest- value line in Part B.

#D.5 Stamp duty

Section 3 of the Indian Stamp Act, 1899 charges duty on instruments executed. The better view is that an unsigned click-through acceptance is not an executed instrument and attracts no duty, and this is the view the market takes. (iPleaders: Indian Stamp and Registration Act; RSRR, Beyond Pen and Paper: stamping of e-contracts in India) [UNVERIFIED: no Indian judgment located deciding whether a clickwrap is an "instrument" for the purposes of s.3.]

Pensieve Labs does not rely on that view. Clause 12 commits Edsol Edtech Pvt. Ltd. to bear any duty assessed on this agreement. Section 35 of the Indian Stamp Act renders an insufficiently stamped instrument inadmissible until duty and penalty are paid, not void, so the exposure is a payment, not the loss of the agreement, and the payment is ours.

#D.6 Versioning, supersession and the access grant

• Acceptance is pinned to a version. The record stores the version identifier and the hash of the exact text rendered. A subsequent version has no retroactive effect on an existing acceptance (B8).
• A change to Part A is a minor or major version increment and triggers re-acceptance (B9). A change to Parts B, C, D or E is a patch increment and does not.
• Access to the T_NDA tier is granted for the life of the acceptance and expires with it (expires_at). Expiry closes the tier; it does not end the confidentiality obligations, which run under clause 9.
• On execution of NDA-GL-001, NDA-GL-003 or MSA-IN-001 by the same organisation, the application sets superseded_by_instance_id. The clickwrap acceptance is retained as evidence (it is never deleted) but the executed instrument governs from that point under clause 10.

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#Part E: What this document does not do

Stated because the gap is the point of the design, not an oversight.

1. It does not grant access to any Pensieve instance, sandbox or demonstration tenant. Systems access requires credentials issued under the Trust Center access model and, where any live data is involved, an executed DPA-GL-001.
2. It does not authorise the disclosure or processing of personal data in either direction. Clause 8 is an express prohibition, not a caution.
3. It does not carry a liability cap, an indemnity, a non-solicit, an exclusivity or a standstill. Those would be the terms a court examined, and none of them is worth the examination.
4. It does not support negotiation. There is no redline path for a click-through instrument. A counterparty who wants to negotiate is routed to NDA-GL-001, which is published for exactly that reason.
5. It is not stamped at acceptance, and no stamp certificate is bound into it. See D.5.

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#Related Documents

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#Change History