Non-Disclosure Agreement (NDA) Drafting in India
Protect business plans, code, pricing and client data with a mutual or one-way NDA drafted for your situation.
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A non-disclosure agreement, or NDA, is a contract in which one or both parties promise to keep specified confidential information private and to use it only for an agreed purpose. Founders sharing ideas with investors, companies hiring staff or vendors, and teams exploring a partnership or acquisition all use NDAs. A sound NDA defines what counts as confidential, lists exclusions, sets a term, permits limited disclosure, requires return or destruction of material and states remedies. It is enforced under the Indian Contract Act 1872. Our team drafts NDAs to suit the relationship and the kind of information involved.
Who provides this service: our legal documentation team, with anything that requires an advocate handled through a practising advocate.
Who Needs Non-Disclosure Agreement (NDA)?
- Startup founders sharing product ideas, financials or code with investors, advisers or developers
- Companies onboarding employees, interns or consultants who will see confidential data
- Businesses engaging vendors, agencies or freelancers with access to client information
- Parties exploring a joint venture, merger or acquisition and exchanging due diligence material
- Software and technology firms protecting source code, designs and roadmaps
Key Benefits
- The right structure, one-way or mutual, chosen for how information will actually flow between the parties
- A definition of confidential information that is broad enough to protect you but specific enough to be enforced
- Sensible exclusions, such as public or independently developed information, that make the document credible
- Clear rules on permitted disclosure to advisers, employees and regulators, with a duty to keep them bound as well
- Return and destruction obligations and remedies set out so you know your options if there is a breach
- Separate wording for employees, vendors and investors, since each relationship carries different risks
How It Works
Identify the purpose and the parties
We ask who will receive information, why it is being shared, what types of material are involved and whether the exchange is one-way or both sides will disclose sensitive details.
Choose unilateral or mutual form
We explain when a one-way NDA is enough and when a mutual NDA is fairer or more practical, and tailor employee, vendor, contractor or investor versions accordingly.
Draft the confidentiality terms
Our team prepares the definition, exclusions, permitted use, permitted disclosure, security expectations, term, return or destruction, remedies, governing law and dispute resolution clauses suited to the deal.
Review and adjust
You review the draft with us and we adapt it to your risk appetite. If the other party sends changes, we help you understand which edits are routine and which materially weaken your protection.
Stamp and sign
The agreement is stamped as required by the state stamp law and signed by authorised signatories, or by individuals for employee and contractor versions, before any confidential information is shared.
Operate and track confidentiality
We advise on marking confidential material, limiting access and keeping a record of what is shared, because these habits make an NDA easier to enforce if something goes wrong.
Documents Required
- Legal names, entity types and addresses of the disclosing and receiving parties
- PAN or identity proof of individuals who will sign, such as employees or contractors
- Purpose of the disclosure, such as investment talks, vendor evaluation or product development
- Description of the categories of confidential information to be protected
- Proposed duration of the confidentiality obligation and of the relationship
- Names or categories of advisers and group companies who may need access
- Any existing agreement, proposal or term sheet that refers to confidentiality
- Authorisation papers showing who can sign for a company or partnership
Timeline and Fees
Indicative timeline: Indicative range of a few days to a week for a standard NDA, longer if the other party negotiates terms. Stamping depends on the state process.
Professional fee: Professional fees depend on whether the NDA is unilateral or mutual, how specialised the information is and how many versions are needed, for example for employees and vendors. Stamp duty varies by state and is paid at actuals. Contact our team for a written quote. Anything the law requires an advocate to sign or appear for is handled through a practising advocate.
What Can Go Wrong if This Is Missed or Done Incorrectly
- Without a signed NDA, sharing sensitive ideas or data leaves you with limited contractual recourse if they are misused
- A vague definition of confidential information makes enforcement uncertain and invites argument over what was covered
- Information shared before the NDA is signed may fall outside its protection
- An unstamped or poorly executed NDA can be hard to use as evidence when you most need it
Frequently Asked Questions
What is the difference between a unilateral and a mutual NDA?
In a unilateral NDA only one party discloses and the other agrees to keep it confidential. A mutual NDA binds both sides because each will share sensitive information. Choosing the wrong type can leave you exposed or create obligations you do not need, so we match the form to the real information flow.
Is an NDA legally enforceable in India?
Yes, an NDA is a contract and can be enforced under the Indian Contract Act 1872 if it has lawful consideration, clear terms and a reasonable scope. Courts may grant remedies such as injunctions or damages. Overbroad or unreasonable restrictions are more likely to be questioned, so precision in drafting matters.
How long should an NDA last?
There is no fixed period. Many NDAs run for a defined number of years after disclosure, while trade secrets may be protected for as long as they stay secret. The right term depends on how quickly the information loses value. We suggest a duration that is defensible and fits your industry.
Does an NDA stop an employee from working for a competitor?
No. An NDA protects confidential information, not the person right to work. Restraints on trade after employment ends are treated cautiously by Indian courts. A well-drafted NDA can still prevent an ex-employee from using or sharing your client data, source code or business plans.
What information is usually excluded from an NDA?
Common exclusions are information that is already public, was lawfully known to the recipient before disclosure, was independently developed or came from a third party without a confidentiality duty. Disclosure required by law or a court is also normally permitted, with notice to the other side where possible.
Does an NDA need to be stamped?
Stamp duty on agreements is decided under state stamp laws, and the requirement and amount differ across states. An unstamped or under-stamped NDA can face difficulty being used as evidence until the duty and any penalty are paid. We check the position in your state before execution.
Official Sources
Rules, forms and fees change. Check the current position on the official portal:
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Last reviewed: . Laws, fees and procedures change; check the official portal before you act.
Disclaimer: The information on this page is for general informational purposes only and does not constitute professional legal, tax or compliance advice. Requirements vary by situation. Please consult a qualified CA or CS for advice specific to your needs. Government fees and timelines are subject to change; verify with the relevant authority before proceeding.