Non-Disclosure Agreement

A Non-Disclosure Agreement is a contract in which one party (or both, in a mutual NDA) promises to keep information shared for a stated purpose confidential and to use it only for that purpose.

Disclosing party's name*

Disclosing party's address*

Receiving party's name*

Receiving party's address*

Type

Purpose for which information is being shared*

What counts as confidential information here

Confidentiality period (years)*

City whose courts will have jurisdiction

Effective date*

State*

Format:

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NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT is made on [effective_date] BETWEEN [disclosing_party], having its address at [disclosing_address] (the "Disclosing Party"); AND [receiving_party], having its address at [receiving_address] (the "Receiving Party"). Type of agreement (one-way unless stated below to be mutual): [mutual_or_oneway] Where this Agreement is mutual, each party is to be treated as both a Disclosing Party and a Receiving Party in respect of information it discloses or receives, and the obligations below apply reciprocally. 1. PURPOSE The parties wish to explore and discuss the following, and it is necessary for confidential information to be exchanged for that limited purpose (the "Purpose"): [purpose] 2. CONFIDENTIAL INFORMATION 2.1 "Confidential Information" means all non-public information disclosed by the Disclosing Party, in any form, whether or not marked confidential, including business plans, financial information, customer and supplier data, pricing, technical data, source code, designs, processes, know-how, and the fact and content of the parties' discussions. It includes, without limitation: [confidential_scope] 2.2 Confidential Information does NOT include information which: (a) is or becomes publicly available otherwise than through breach of this Agreement; (b) was lawfully in the Receiving Party's possession, without obligation of confidence, before disclosure; (c) is lawfully received from a third party who is free to disclose it; (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by contemporaneous records. 3. OBLIGATIONS OF THE RECEIVING PARTY The Receiving Party shall: 3.1 Use the Confidential Information solely for the Purpose and for no other purpose whatsoever; 3.2 Keep the Confidential Information strictly confidential and not disclose it to any third party; 3.3 Disclose it only to those of its employees, directors, professional advisers and contractors who genuinely need it for the Purpose, and who are bound by confidentiality obligations no less strict than these, and shall remain responsible for their compliance; 3.4 Apply to the Confidential Information at least the same degree of care it applies to its own confidential information, and in no case less than a reasonable degree of care; 3.5 Not reverse-engineer, decompile or disassemble any material or sample provided; 3.6 Promptly notify the Disclosing Party on becoming aware of any unauthorised use or disclosure, and cooperate in limiting its effect. 4. PERMITTED DISCLOSURE Nothing in this Agreement prevents disclosure required by law, by a court of competent jurisdiction, or by a regulatory or statutory authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (where lawfully permitted) so that protective measures may be sought, and discloses only so much as is legally required. 5. NO LICENCE, NO WARRANTY, NO OBLIGATION 5.1 All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence, right, title or interest in any intellectual property of the Disclosing Party, whether by implication or otherwise. 5.2 The Confidential Information is provided "as is". The Disclosing Party makes no representation or warranty as to its accuracy or completeness. 5.3 Nothing in this Agreement obliges either party to proceed with any transaction, or to enter into any further agreement. 6. TERM AND SURVIVAL 6.1 This Agreement takes effect on the Effective Date and the confidentiality obligations shall continue for a period of [term_years] years from the date of disclosure of the relevant Confidential Information. 6.2 Obligations in respect of information constituting a trade secret shall continue for so long as that information retains the character of a trade secret. 7. RETURN AND DESTRUCTION On written demand by the Disclosing Party, or on the Purpose being abandoned, the Receiving Party shall promptly return or irretrievably destroy all Confidential Information and copies of it, and certify such destruction in writing, save for one archival copy retained solely to evidence compliance, and save for copies held on routine backup systems which shall remain subject to this Agreement. 8. REMEDIES The parties acknowledge that damages alone may not be an adequate remedy for breach of this Agreement, and that the Disclosing Party shall be entitled to seek injunctive relief and specific performance, in addition to any other remedy available in law, without being required to prove actual damage. 9. NO RESTRAINT OF TRADE Nothing in this Agreement shall be construed as restraining the Receiving Party from carrying on any lawful profession, trade or business after the term of this Agreement. The parties record that under Section 27 of the Indian Contract Act, 1872, an agreement in restraint of trade is void, and this Agreement is confined to the protection of confidential information and does not operate as a non-compete. 10. GENERAL 10.1 This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior discussions on it. 10.2 No variation is effective unless in writing and signed by both parties. 10.3 If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be read down to the minimum extent necessary to make it valid. 10.4 No failure or delay in exercising any right operates as a waiver of it. 10.5 Neither party may assign this Agreement without the other's prior written consent. 11. GOVERNING LAW AND DISPUTE RESOLUTION 11.1 This Agreement is governed by the laws of India. 11.2 Any dispute arising out of or in connection with this Agreement shall be referred to arbitration by a sole arbitrator appointed by mutual consent, in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be the city stated below or, if none is stated, the city in which the Disclosing Party has its address, and the proceedings shall be in English. Seat and venue of arbitration: [jurisdiction_city] 11.3 Subject to the above, the courts at the seat of arbitration shall have exclusive jurisdiction. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. DISCLOSING PARTY RECEIVING PARTY [disclosing_party] [receiving_party] Name: Name: Designation: Designation:

Notes on using this document

Guidance for you while you fill it in. These notes are not printed in the downloaded document.

A NOTE ON NON-COMPETE CLAUSES IN INDIA

Many NDAs circulating in India carry a clause restraining the receiving party from competing after the agreement ends. Under Section 27 of the Indian Contract Act, 1872, such a restraint is void, and Indian courts have consistently declined to enforce post-termination non-competes. The narrow statutory exception is the sale of goodwill. A restraint operating DURING the term of an engagement is treated differently and is generally enforceable. This Agreement therefore protects confidential information, which is enforceable, rather than purporting to restrain competition, which is not.

Non-Disclosure Agreement: what it is

A Non-Disclosure Agreement is a contract in which one party (or both, in a mutual NDA) promises to keep information shared for a stated purpose confidential and to use it only for that purpose. It lets a business discuss a deal, product or idea with another party while keeping a legal remedy if that information is misused or leaked.

When you need this document

You are about to show a business plan, pitch deck or product design to a possible investor, buyer or partner.
Two companies are exploring a joint project and both will exchange pricing, customer or technical data.
You are sharing source code, drawings or samples with a developer, manufacturer or testing lab.
A consultant or agency needs access to internal data before a formal service contract is signed.

What it covers

Whether the NDA is mutual or one-way, and the specific Purpose for which information is being shared.
A wide definition of Confidential Information, with the four standard exclusions (public information, information already held, information from a free third party, and independently developed work).
The receiving party's duties: use only for the Purpose, share only on a need-to-know basis, apply reasonable care, no reverse engineering, and prompt notice of any leak.
A confidentiality period counted in years from each disclosure, with trade secrets protected for as long as they remain secret.
Return or destruction of information on demand, with a written certificate.
A clause confirming the NDA is not a non-compete, plus arbitration seated in the chosen city and exclusive jurisdiction of its courts.

How to fill, sign and use it

Decide whether information will flow one way or both ways, and write the Purpose narrowly so it is clear what use is allowed.
Describe the confidential material in concrete terms (for example, the client list, the costing sheet, the prototype design) rather than relying only on the general definition.
Fill in the form on this page with both parties' names and addresses, the period and the city for disputes, and check the preview.
Print the agreement on non-judicial stamp paper or pay stamp duty through e-stamping as your state requires; stamp it before or at the time of signing.
Have an authorised signatory sign for each company, with name and designation; witnesses are optional but useful.
Exchange signed copies before any confidential material is shared, and keep a record (emails, transmittal notes) of what was actually disclosed and when.

Documents to attach or keep with it

Board resolution or authority letter for the person signing on behalf of a company.
A schedule or list of the documents and samples handed over under the NDA.
Stamp paper or e-stamp certificate.

The law behind it

An NDA is an ordinary contract under the Indian Contract Act, 1872. Section 27 of that Act makes agreements in restraint of trade void, which is why this NDA protects information rather than stopping the other side from competing. India has no separate trade secrets statute, so confidential information is protected through contract and through injunctions that courts grant under the Specific Relief Act, 1963. Disputes under this draft go to arbitration under the Arbitration and Conciliation Act, 1996. Stamp duty is set by each state; the state panel on this page shows verified details for Delhi and Maharashtra.

Common mistakes to avoid

Adding a clause that stops the other party from working in the same field after the deal ends; Indian courts generally will not enforce it.
Writing the Purpose so broadly that almost any use of the information becomes permitted.
Sharing material before the NDA is signed, or failing to keep any record of what was disclosed.
Leaving the document unstamped, which can stop it being admitted in evidence until duty and penalty are paid.

Non-Disclosure Agreement: frequently asked questions

Is an NDA legally enforceable in India?

Yes. A properly signed NDA is a valid contract under the Indian Contract Act, 1872. Courts and arbitrators can award damages or grant an injunction to stop misuse. What is not enforceable is a restriction on carrying on a trade or profession after the relationship ends, so the NDA should stick to protecting information.

Does an NDA need stamp paper or notarisation?

Stamp duty depends on the state where it is signed, and many states treat an NDA as an agreement attracting a small fixed duty. Notarisation is not required by law. Registration is also not required. Stamping matters because an unstamped agreement may not be accepted as evidence until the deficit and penalty are paid.

What is the difference between a mutual and a one-way NDA?

In a one-way NDA only one side discloses and only the other side is bound. In a mutual NDA both sides share information and both are bound in the same way. This draft handles both: if you choose mutual, each party is treated as both discloser and recipient for the information it gives or receives.

How long should confidentiality last under an NDA?

Two to five years is common for commercial information, counted here from the date each item is disclosed. Fast-changing data may need less; technical know-how may need more. Information that qualifies as a trade secret stays protected under this draft for as long as it remains secret, regardless of the period chosen.

Last updated 11 October 2026.

General information on Indian law, not legal advice for your situation. Stamp duty, registration and fees differ by state, so check with the local office or an advocate before you rely on it.

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