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Non Disclosure Agreement

A Non-Disclosure Agreement (NDA) is a legally binding contract that protects confidential information shared between parties. We draft, vet and...

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Key takeaways

A Non-Disclosure Agreement (NDA) is a legally binding contract that keeps shared confidential information private.
It is enforceable in India as a valid contract under the Indian Contract Act, 1872.
NDAs can be unilateral, bilateral or multilateral, depending on who is sharing information.
Core clauses define the confidential information, obligations, term, exclusions and remedies for breach.
NDAs are widely used in employment, business deals, investor talks, product development and outsourcing.
A poorly drafted NDA can be unenforceable or struck down as an unreasonable restraint, so precise drafting matters.

Overview

What is a Non-Disclosure Agreement?

A Non-Disclosure Agreement, often called an NDA or a confidentiality agreement, is a legally binding contract in which one or more parties agree not to disclose sensitive information shared with them. It creates a confidential relationship and sets clear boundaries on how that information may be used.

In India, an NDA is enforceable as an ordinary contract under the Indian Contract Act, 1872, provided it meets the essentials of a valid contract: offer, acceptance, lawful consideration and the free consent of competent parties. A well-drafted NDA protects trade secrets, business plans, client lists, technical know-how and other proprietary information from being leaked or misused.

Information an NDA typically protects

Trade secrets and proprietary processes
Business plans, financials and pricing
Client, customer and supplier lists
Software code, designs and technical data
Marketing strategies and product roadmaps
Research, formulae and unpublished know-how

Types

Types of NDA

The right structure depends on who is sharing the confidential information and in how many directions it flows.

Type	When it is used
Unilateral NDA	Only one party discloses information; the other party simply receives and protects it.
Bilateral (mutual) NDA	Both parties share confidential information, common in joint ventures and partnerships.
Multilateral NDA	Three or more parties share information under a single agreement, avoiding multiple separate NDAs.

Common context	Example
Employment	Protecting company information shared with staff
Business deals	Mergers, acquisitions and due diligence
Investor discussions	Pitching a startup or sharing financials
Outsourcing	Sharing data with vendors and contractors

Applicability

Who needs an NDA?

Any person or organisation that shares sensitive information before a deal, hire or collaboration should put an NDA in place first.

Startups & founders

Protect your idea, pitch deck and financials when speaking to investors or co-founders.

Businesses in talks

Safeguard data during mergers, acquisitions, partnerships and due diligence.

Employers

Bind employees and consultants to keep company information confidential.

Tech & product teams

Cover source code, designs and roadmaps shared with developers and vendors.

Vendors & contractors

Control how outsourced partners handle customer and operational data.

R&D & manufacturing

Keep formulae, processes and prototypes from leaking to competitors.

Key clauses

Essential clauses in an NDA

A robust NDA stands or falls on its clauses. These are the provisions we draft and tailor for every agreement.

Definition of confidential information: precisely what is and is not covered
Obligations of the receiving party: how the information must be handled and protected
Exclusions: public-domain, independently developed or lawfully obtained information
Term and survival: how long confidentiality obligations last
Permitted use and purpose: the limited reason the information was shared
Return or destruction: what happens to the information when the deal ends
Remedies and injunction: consequences of a breach, including damages
Governing law and jurisdiction: which courts and laws apply in a dispute

Legal basis

Are NDAs enforceable in India?

Yes. An NDA is enforceable in India as a contract under the Indian Contract Act, 1872, so long as it satisfies the essentials of a valid contract. Confidentiality obligations are generally upheld by the courts where the agreement is clear, reasonable and supported by lawful consideration.

However, Section 27 of the Indian Contract Act voids any agreement that operates as an unreasonable restraint of trade. Clauses that stop a person from earning a livelihood after the relationship ends can be struck down. Careful drafting, with reasonable scope and duration, is what keeps an NDA enforceable.

What a breach can lead to

Injunction restraining further disclosure or misuse.
Damages for the loss caused by the breach.
Specific performance of the confidentiality obligations.
Liability under related laws where trade secrets are misappropriated.

How it works

How we draft your NDA, step by step

We move from understanding your situation to a signed, enforceable agreement, with you in control at every stage.

Understanding & drafting

Consultation
We understand the parties, the information at stake and the purpose of sharing it.
Structure
We choose the right type of NDA, unilateral, bilateral or multilateral, for your need.
Draft
We prepare a clear, watertight draft with clauses tailored to your business.

Review & execution

Review
You review the draft and we refine the scope, term and remedies with you.
Finalise
We lock the final version and advise on stamping and signing requirements.
Execute
The parties sign, and you hold an enforceable agreement ready to rely on.

Paperwork

Information & documents required

Names and details of all parties (individuals or entities)
Nature of the confidential information to be protected
Purpose for which the information is being shared
Whether disclosure is one-way or mutual
Desired duration of the confidentiality obligation
Preferred governing law and jurisdiction
Any specific exclusions or carve-outs you want

Stamping & validity

Stamp duty & validity

An NDA should be executed on stamp paper of the value applicable in the relevant state.
Stamp duty on agreements varies from state to state under the respective Stamp Acts.
The NDA remains valid for the term agreed by the parties, which can survive termination.
Notarisation is optional but adds an extra layer of authenticity for evidence.

Need related drafting? See our Memorandum of Understanding, Legal Notice and Power of Attorney services.

Why it matters

Benefits of a well-drafted NDA

Protects secrets

Keeps trade secrets, know-how and strategy out of the wrong hands.

Legal recourse

Gives you a clear contractual remedy if confidential information is leaked.

Builds trust

Lets you share information confidently during deals and partnerships.

Defines boundaries

Sets clear limits on how shared information may be used.

Deters misuse

The risk of liability discourages careless or deliberate disclosure.

Supports valuation

Documented confidentiality protects the value of your intellectual assets.

Why us

Why Diligence Certifications

We draft NDAs that hold up when they matter, not generic templates pulled off a shelf.

Agreements tailored to your business, sector and risk profile
Clauses drafted to stay enforceable under the Indian Contract Act, 1872
Clear, plain-language drafting you can actually understand
Guidance on stamping, signing and record-keeping
Quick turnaround with revisions until you are satisfied
End-to-end support across NDAs, contracts and related legal documents

Need a watertight NDA?

Tell us who is sharing what, and we will draft a clear, enforceable Non-Disclosure Agreement tailored to your situation.

Talk to a legal expert

FAQ

Frequently asked questions

What is a Non-Disclosure Agreement?

A Non-Disclosure Agreement, or NDA, is a legally binding contract in which the parties agree not to disclose or misuse confidential information shared between them. It is also called a confidentiality agreement.

Is an NDA legally enforceable in India?

Yes. An NDA is enforceable as a contract under the Indian Contract Act, 1872, provided it meets the essentials of a valid contract and is reasonable in scope. Clauses that act as an unreasonable restraint of trade may be void under Section 27.

What is the difference between a unilateral and a bilateral NDA?

In a unilateral NDA only one party discloses information and the other protects it. In a bilateral or mutual NDA both parties share confidential information, so both have obligations to keep it secret.

How long does an NDA remain valid?

An NDA stays valid for the term agreed by the parties. Confidentiality obligations can be set to continue for a fixed number of years and may survive even after the agreement or relationship ends.

Does an NDA need to be on stamp paper or notarised?

An NDA should be executed on stamp paper of the value applicable in the relevant state, as stamp duty varies between states. Notarisation is not mandatory but adds evidentiary value.

What happens if someone breaches an NDA?

The aggrieved party can seek remedies such as an injunction to stop further disclosure, damages for the loss suffered, and specific performance of the confidentiality obligations through the courts.

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