In the fast-evolving HealthTech sector in Kerala, businesses face unique legal challenges during mergers and acquisitions. Protecting sensitive patient data, proprietary technology, and intellectual property requires more than a standard NDA—it demands a custom NDA tailored to the specific risks of healthcare operations.

 

At TGC Legal, our team of experienced NDA drafting lawyers in Kochi specialises in creating agreements that go beyond generic templates. From employee non-disclosure agreements to mutual non-disclosure agreements for investors and consultants, a well-drafted custom NDA ensures that every party’s obligations are clear, enforceable, and aligned with industry regulations.

 

For HealthTech companies seeking guidance on online appointments NDA lawyer Kochi, top rated NDA lawyer Kochi, or NDA lawyer Kochi open now, a customised approach is essential to safeguard business interests and intellectual property during acquisition discussions.



Case Overview

 

A leading HealthTech startup in Kerala was preparing for an acquisition deal with a larger healthcare chain. The company initially relied on a standard non-disclosure agreement, but the document fell short in addressing sector-specific requirements such as medical data protection, technology licensing, and intellectual property transfers. That’s when they approached TGC Legal in Kochi to draft a custom NDA and IP clause tailored to their acquisition.

 

Issues Encountered

 

  • The standard NDA failed to specify how sensitive patient-related information would be protected.
  • There were no clear terms on IP ownership of medical software and diagnostic tools.
  • Employee access to confidential research data was not adequately restricted.
  • The parties disagreed on the applicability period—how long is your non-disclosure agreement NDA applicable?
  • The existing template lacked a clause for third-party consultants involved in the acquisition.

 

Solutions by TGC Legal

 

TGC Legal’s NDA drafting lawyers in Kochi designed a tailored agreement with:

 

  • A custom NDA with extended clauses on healthcare data confidentiality.
  • A clear intellectual property (IP) clause outlining ownership rights over medical software and proprietary algorithms.
  • Inclusion of both employee non-disclosure agreements and mutual non-disclosure agreement clauses.
  • Defined applicability period aligned with healthcare regulations in India.
  • Third-party confidentiality and non-disclosure agreement coverage.




What is a Custom NDA & IP Clause?

 

Custom NDA: Unlike a standard non-disclosure agreement, a custom NDA is tailored to address industry-specific risks, legal requirements, and sensitive data handling.

 

IP Clause: An Intellectual Property clause defines who owns the technology, software, patents, and research during and after the acquisition. This is particularly crucial in the healthcare sector, where proprietary healthtech solutions drive valuation.




Why Healthcare Acquisitions Need a Custom NDA & IP Clause ?

 

1. Patient Data Protection

Healthcare businesses handle highly sensitive personal and medical data, including patient histories, lab results, and digital health records. During an acquisition, this data often needs to be shared with potential investors or buyers.

  • A standard NDA may not specify the level of protection required for patient data.

  • A custom NDA can define:

    • Who can access data

    • How it should be stored or transmitted

    • Penalties for misuse

  • This is critical for compliance with Indian laws like the Information Technology Act 2000 and the Personal Data Protection Act (PDP Bill, 2019).

Example: A HealthTech startup sharing electronic health record software with an investor needs a clause preventing the investor from using patient data for any other purpose.

 

2. Technology Licensing & Ownership

Healthcare acquisitions often involve proprietary technology like telemedicine platforms, diagnostic software, AI-based health analytics, or medical devices.

  • Without a custom IP clause, ownership rights can become unclear.

  • A custom NDA specifies:

    • Whether the technology remains with the startup, transfers to the acquiring company, or is licensed.

    • Restrictions on reverse engineering or duplication.

Example: A diagnostic imaging software’s code is shared during due diligence. A custom NDA ensures the acquirer cannot claim ownership before the deal is finalized.

 

3. Employee Confidentiality

Healthcare businesses often have research staff, data analysts, and developers who have access to sensitive information.

  • Generic NDAs may not include employees, or their obligations may be vague.

  • A custom NDA ensures:

    • All employees involved in the acquisition process sign employee non-disclosure agreements.

    • They are aware of legal consequences for disclosing trade secrets or patient data.

Example: A team developing a new AI algorithm for predictive healthcare analytics must be legally bound to maintain confidentiality.

 

4. Data Sharing with Third Parties

During acquisitions, healthcare companies often involve consultants, auditors, and legal advisors.

  • A mutual non-disclosure agreement in a standard template might not cover third parties.

  • A custom NDA ensures:

    • Consultants or auditors are legally bound to confidentiality.

    • Access is restricted to specific documents or datasets.

Example: An external consultancy hired to assess the startup’s telemedicine app must sign a NDA preventing them from using or leaking proprietary algorithms.

 

5. Clear Intellectual Property (IP) Ownership

IP assets—like patented devices, proprietary algorithms, and software—are often the most valuable part of a HealthTech company.

  • A custom IP clause clearly defines:

    • What is being transferred, licensed, or retained

    • Any restrictions on usage

    • Ownership rights after the acquisition

Example: A wearable health monitor’s patent rights are explicitly outlined to avoid disputes post-acquisition.

 

6. Regulatory Compliance

Healthcare acquisitions in India require compliance with multiple regulations:

  • Patient data privacy (IT Act, PDP Bill)

  • Medical device approvals (CDSCO guidelines)

  • Health sector-specific acquisition approvals

A custom NDA ensures that all shared data, IP, and documents comply with these regulations. Standard templates do not address healthcare-specific legal requirements.

Example: During due diligence, a buyer may need access to clinical trial results. A custom NDA ensures sharing these documents does not violate CDSCO regulations.

 

7. Litigation Prevention

A strong custom NDA mitigates future legal risks by clearly defining:

  • Scope of confidential information

  • Duration of confidentiality

  • Remedies for breaches

  • It protects against misuse of sensitive patient information or proprietary software.

  • It ensures that if any dispute arises, the company has a strong legal foundation to pursue litigation.

Example: If an employee leaks a proprietary telemedicine algorithm to a competitor, the NDA specifies enforceable remedies, including injunctions and damages.





What Should Healthcare Companies Take Care of in a Custom NDA?

 

  • Specify confidentiality terms clearly for patient data and research.
  • Include an employee non-disclosure agreement for all staff with data access.
  • Set an appropriate timeline for NDA enforceability.
  • Define dispute resolution mechanisms upfront.
  • Ensure a detailed IP clause covering patents, software, and licensing rights.






How Can a Litigation Lawyer Help in NDA Cases?

 

A litigation lawyer in Kochi can:

 

  • Enforce breach of the non-disclosure agreement (NDA) through the courts.
  • Defend against wrongful claims of confidentiality breaches.
  • Advise on the enforceability of both custom NDA and standard NDA.
  • Protect the client’s rights in acquisition disputes involving confidential data or intellectual property.

 

Conclusion


This case highlights how relying solely on a standard non-disclosure agreement is insufficient in complex healthcare acquisitions. With expert guidance from top-rated NDA lawyers in Kochi, businesses can safeguard sensitive data, protect intellectual property, and avoid costly disputes. Whether you are looking for a non-disclosure agreement for employees, a mutual non-disclosure agreement, or a custom NDA with strong IP clauses, TGC Legal ensures your agreements are drafted for maximum legal protection.