NDA / Non-Disclosure Agreement Format India — Sample 2025

# NDA / Non-Disclosure Agreement Format India — Sample 2025

A Non-Disclosure Agreement (NDA) — also called a Confidentiality Agreement (CA) — is a legal contract between two or more parties whereby the receiving party agrees to keep confidential information shared by the disclosing party secret and not to use it for any purpose other than what is agreed. NDAs are among the most commonly executed commercial agreements in India, used in contexts ranging from startups sharing business plans with investors, to employers protecting trade secrets from employees, to businesses entering joint ventures.

In India, NDAs are governed by the Indian Contract Act, 1872 (which governs all contracts). There is no separate NDA legislation. The key principles are: the NDA must have a lawful object, free consent, and consideration. Courts in India enforce NDAs and have granted injunctions against breach and awarded damages where the breach of confidentiality has caused harm.

This is for informational purposes only and does not constitute legal advice. Have all business agreements reviewed by a qualified corporate lawyer before execution.

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When to Use This Template

An NDA is appropriate when:

- You are sharing a business plan, financial information, product prototype, or proprietary process with a potential investor, partner, customer, or vendor

- You are hiring employees or engaging contractors who will have access to trade secrets, client data, source code, or other confidential business information

- Two companies are exploring a merger, acquisition, joint venture, or strategic partnership (due diligence stage)

- A startup is pitching its idea to potential co-founders, advisors, or incubators

- You are disclosing sensitive technical, legal, or commercial information in the course of a negotiation

- You want to protect client lists, pricing strategies, manufacturing processes, or proprietary algorithms

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Sample Format — Mutual NDA (Both Parties Share Confidential Information)

```

NON-DISCLOSURE AGREEMENT

(Mutual)

This Non-Disclosure Agreement (hereinafter "Agreement") is entered into as of [DATE — DD/MM/YYYY] ("Effective Date") between:

PARTY A:

[COMPANY NAME / INDIVIDUAL NAME], [a company incorporated under the Companies Act, 2013 bearing CIN: [NUMBER]] / [an individual], having its registered office / residing at [COMPLETE ADDRESS], hereinafter referred to as "Party A";

AND

PARTY B:

[COMPANY NAME / INDIVIDUAL NAME], [a company incorporated under the Companies Act, 2013 bearing CIN: [NUMBER]] / [an individual], having its registered office / residing at [COMPLETE ADDRESS], hereinafter referred to as "Party B";

(Party A and Party B are hereinafter collectively referred to as "the Parties" and individually as "a Party.")

RECITALS

WHEREAS, the Parties intend to explore a potential business relationship / collaboration in connection with [DESCRIBE THE PURPOSE — e.g., "a potential joint venture for the development of [PRODUCT/SERVICE]" / "discussions regarding the possible acquisition of Party B by Party A"] (the "Purpose");

WHEREAS, in connection with the Purpose, each Party may disclose to the other certain Confidential Information (as defined below);

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 "Confidential Information" means any and all information or data disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or in any other manner, that is designated as "Confidential," "Proprietary," or with similar designation, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to:

a. Business plans, financial statements, projections, forecasts, and budgets;

b. Customer and client lists, pricing information, and marketing strategies;

c. Trade secrets, proprietary processes, formulas, algorithms, source code, and technical data;

d. Product designs, prototypes, specifications, and engineering data;

e. Personnel information and internal organisational matters;

f. Legal strategies, pending litigation, regulatory matters;

g. Any other information that is non-public and commercially sensitive.

1.2 Confidential Information does NOT include information that:

a. Is or becomes publicly known through no breach of this Agreement by the Receiving Party;

b. Was rightfully known to the Receiving Party before disclosure without any obligation of confidentiality;

c. Is rightfully disclosed to the Receiving Party by a third party without any restriction on disclosure;

d. Is independently developed by the Receiving Party without using the Disclosing Party's Confidential Information;

e. Is required to be disclosed by applicable law, court order, or government regulation — provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates with the Disclosing Party's efforts to seek a protective order.

2. OBLIGATIONS OF THE RECEIVING PARTY

2.1 The Receiving Party agrees to:

a. Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;

b. Use the Confidential Information solely for the Purpose described in this Agreement and for no other purpose;

c. Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;

d. Limit disclosure of Confidential Information within its own organisation to employees, directors, officers, agents, and advisors (including legal counsel and financial advisors) who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as stringent as those in this Agreement ("Permitted Persons");

e. Promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorised disclosure or use of Confidential Information.

2.2 The Receiving Party shall be responsible for any breach of this Agreement by its Permitted Persons.

3. TERM

3.1 This Agreement shall be effective from the Effective Date and shall continue for a period of [2 / 3 / 5] years, unless earlier terminated by either Party by giving [30] days' prior written notice.

3.2 The obligations of confidentiality shall survive the termination or expiry of this Agreement for a further period of [2 / 3] years, or until the Confidential Information enters the public domain through no fault of the Receiving Party, whichever is earlier.

4. RETURN / DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy (at the Disclosing Party's option) all Confidential Information in tangible form (documents, copies, printouts, storage media) and shall certify in writing that all such information has been returned or destroyed. Electronic copies shall also be permanently deleted.

5. NO LICENCE

Nothing in this Agreement shall be construed as granting any licence or right in the Confidential Information or any intellectual property rights of the Disclosing Party. No intellectual property rights are transferred by virtue of this Agreement.

6. NO SOLICITATION

[OPTIONAL — Include if needed] During the term of this Agreement and for a period of [1 year] thereafter, neither Party shall directly solicit for employment any employee of the other Party who was involved in the discussions related to the Purpose, without the prior written consent of the other Party.

7. REMEDIES

7.1 The Parties acknowledge that any breach or threatened breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy, and that the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to all other remedies available at law.

7.2 The Receiving Party shall be liable to the Disclosing Party for any damages, losses, costs, and expenses (including reasonable legal fees) arising from any breach of this Agreement.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1 This Agreement shall be governed by and construed in accordance with the laws of India.

8.2 Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the Parties. The seat of arbitration shall be [CITY]. The language of arbitration shall be English.

8.3 Notwithstanding the above, either Party may seek urgent interim or injunctive relief from any court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 This Agreement constitutes the entire agreement between the Parties with respect to confidentiality of the subject matter hereof.

9.2 This Agreement may only be amended by a written instrument signed by both Parties.

9.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force.

9.4 No failure or delay by a Party in exercising any right shall constitute a waiver of that right.

9.5 Notices under this Agreement shall be in writing and delivered to the addresses above.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.

PARTY A:

Signature: _______________

Name: [AUTHORISED SIGNATORY NAME]

Designation: [DESIGNATION]

Date: _______________

PARTY B:

Signature: _______________

Name: [AUTHORISED SIGNATORY NAME]

Designation: [DESIGNATION]

Date: _______________

WITNESSES:

1. Signature: _______________ Name: _______________ Address: _______________

2. Signature: _______________ Name: _______________ Address: _______________

```

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Key Elements Explained

**Mutual vs. One-Way NDA**

A mutual NDA (as in this sample) applies when both parties will be sharing confidential information. A one-way (unilateral) NDA applies when only one party discloses — the receiving party undertakes confidentiality. For one-way NDAs, revise the template to make it unilateral — remove references to both parties as Disclosing Party and specify one party as the sole Disclosing Party.

**Definition of Confidential Information**

This is the most important clause. Over-broad definitions can be challenged; under-broad definitions may leave important information unprotected. The exclusions in Clause 1.2 are standard — do not remove them as they protect legitimate public domain information and independently developed information.

**Term and Survival**

Confidentiality obligations should survive the expiry of the agreement for a reasonable period. Indefinite confidentiality obligations may not be enforceable under Indian contract law in all circumstances — a defined period is preferable.

**Injunctive Relief**

Courts in India do grant injunctions to prevent ongoing breach of NDAs. The clause acknowledging irreparable harm helps courts grant interim injunctions quickly.

**Governing Law and Arbitration**

Specifying arbitration avoids lengthy court proceedings. For NDAs between Indian parties, Indian arbitration is standard. For cross-border NDAs, parties sometimes choose Singapore, London, or ICC arbitration.

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Important Notes

**Stamp Duty**

NDAs executed in Maharashtra must be stamped. Under the Bombay Stamp Act, agreements that are not otherwise specially provided for attract a nominal stamp duty (currently Rs. 500 in many cases — check current rates). Unstamped agreements are inadmissible as evidence in court but can be validated by paying the deficit stamp duty plus penalty.

**Registration**

NDAs generally do not require registration under the Registration Act (they do not involve immovable property or instruments specified in Section 17). However, having them notarised helps establish the date of execution.

**Non-Competes Are Partially Enforceable**

Many NDAs also include non-compete clauses (restricting the other party from competing after the agreement ends). Indian courts have held that post-employment/post-agreement non-compete clauses of unreasonable scope or duration may be void under Section 27 of the Indian Contract Act (agreements in restraint of trade). Non-solicitation clauses are generally better enforced than non-competes.

**No NDA for Public Information**

An NDA cannot be used to restrict access to information that is already public or that a party has a legal right to know. Attempting to NDA public information weakens the entire agreement.

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FAQ

**Q1. Is an NDA enforceable in India even if signed digitally?**

Yes. Under the Information Technology Act, 2000, electronic signatures (Digital Signature Certificates issued by CCA-approved authorities, Aadhaar-based e-sign, or other electronic signatures as defined in the Act) are legally valid. However, for NDAs requiring stamp duty, ensure the e-stamping is done correctly on the electronic document. Many businesses use DocuSign, Adobe Sign, or Indian platforms like SignDesk for digital NDA execution.

**Q2. What happens if someone violates an NDA?**

The aggrieved party can: (1) file a suit for injunction to stop further disclosure/use; (2) claim damages for loss suffered due to the breach; and (3) seek an order for return or destruction of confidential information. In cases involving trade secrets or commercial espionage, criminal remedies under the BNS may also be available. Document all evidence of the breach before approaching a court.

**Q3. Should I sign an NDA before sharing my startup idea with an investor?**

Many experienced investors (especially VCs and angel networks) are reluctant to sign NDAs at the idea stage because they see hundreds of similar pitches. Demanding an NDA before any conversation may create friction. However, for sharing detailed technical processes, proprietary algorithms, client databases, or financial records, an NDA is appropriate. Consider what level of detail you are sharing and the stage of relationship before insisting on an NDA — and always consult a startup lawyer for complex transactions.

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*This template is provided for educational and informational purposes only. It does not constitute legal advice. NDA requirements vary based on the parties, subject matter, jurisdiction, and the nature of the relationship. Always have commercial agreements reviewed by a qualified corporate or commercial lawyer before execution.*