Non-Disclosure Agreement (NDA)
One-way non-disclosure agreement protecting confidential business information shared between two parties for a specific purpose.
100% free · Download Word & PDF · No signup required
Same document in Hindi: हिंदी संस्करण
Fill in your details
Answer the fields below. The document updates as you type, and you can download it as a PDF or a Word file. Free — no signup, no payment.
Nothing you type is saved or sent anywhere until you press download, and it is not kept after the file is made.
Read the whole document before you sign or send it.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into on _______________ at _______________.
BETWEEN:
_______________, having its address at _______________ ("Disclosing Party");
AND
_______________, having its address at _______________ ("Receiving Party").
PURPOSE: _______________
1. CONFIDENTIAL INFORMATION: Means any information disclosed by the Disclosing Party that is designated as confidential or that reasonably should be understood to be confidential.
2. OBLIGATIONS: The Receiving Party agrees to:
a) Hold Confidential Information in strict confidence;
b) Not disclose it to any third party without prior written consent;
c) Use it solely for the Purpose stated above;
d) Protect it with at least the same care as its own confidential information.
3. EXCLUSIONS: Obligations do not apply to information that:
a) Is or becomes publicly known through no fault of the Receiving Party;
b) Was rightfully known prior to disclosure;
c) Is independently developed; or
d) Is required to be disclosed by law or court order.
4. TERM: _______________ years from the date of this Agreement.
5. RETURN: Upon request, all Confidential Information shall be promptly returned or destroyed.
6. GOVERNING LAW: Laws of India. Disputes subject to jurisdiction at _______________.
DISCLOSING PARTY: _______________
Signatory: _______________ _______________
Date: _______________
RECEIVING PARTY: _______________
Signatory: _______________ _______________
Date: _______________A non-disclosure agreement is enforceable in India as an ordinary contract under the Indian Contract Act, 1872, provided there is lawful consideration, free consent and a lawful object. It needs no registration. Confidentiality obligations are valid and are not struck down by Section 27 of the Contract Act — unlike post-employment non-compete clauses, which Indian courts generally treat as void. Stamp duty applies under state legislation, and an unstamped NDA is valid but inadmissible in evidence until the duty and penalty are paid.
Key takeaways
- Confidentiality clauses are enforceable. Post-employment non-compete clauses generally are not, because Section 27 voids agreements in restraint of trade.
- Registration is not required. Stamp duty is, and an unstamped agreement cannot be produced in evidence until the duty plus penalty is paid.
- India has no dedicated trade secrets statute, so enforcement runs through contract, the equitable action for breach of confidence, and injunctions under the Specific Relief Act.
- Define confidential information by category rather than by listing documents, and include the standard carve-outs — otherwise the definition is either useless or unenforceable.
- An NDA can be signed electronically. It is not in the First Schedule to the Information Technology Act, 2000, unlike wills, trusts and most powers of attorney.
When to Use This Document
- ✓You are about to share commercially sensitive information with another party
- ✓A vendor, contractor or prospective partner needs access to internal material
- ✓You are entering discussions that could lead to a partnership, investment or acquisition
- ✓You want the confidentiality position recorded before, not after, the first disclosure
Required Information Checklist
Keep this information ready before generating the document.
Full Sample Draft
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into on {{agreement_date}} at {{agreement_place}}.
BETWEEN:
{{disclosing_party_name}}, having its address at {{disclosing_party_address}} ("Disclosing Party");
AND
{{receiving_party_name}}, having its address at {{receiving_party_address}} ("Receiving Party").
PURPOSE: {{disclosure_purpose}}
1. CONFIDENTIAL INFORMATION: Means any information disclosed by the Disclosing Party that is designated as confidential or that reasonably should be understood to be confidential.
2. OBLIGATIONS: The Receiving Party agrees to:
a) Hold Confidential Information in strict confidence;
b) Not disclose it to any third party without prior written consent;
c) Use it solely for the Purpose stated above;
d) Protect it with at least the same care as its own confidential information.
3. EXCLUSIONS: Obligations do not apply to information that:
a) Is or becomes publicly known through no fault of the Receiving Party;
b) Was rightfully known prior to disclosure;
c) Is independently developed; or
d) Is required to be disclosed by law or court order.
4. TERM: {{agreement_duration}} years from the date of this Agreement.
5. RETURN: Upon request, all Confidential Information shall be promptly returned or destroyed.
6. GOVERNING LAW: Laws of India. Disputes subject to jurisdiction at {{jurisdiction}}.
DISCLOSING PARTY: {{disclosing_party_name}}
Signatory: {{disclosing_signatory}} _______________
Date: {{agreement_date}}
RECEIVING PARTY: {{receiving_party_name}}
Signatory: {{receiving_signatory}} _______________
Date: {{agreement_date}}Your details are filled in automatically. Download as Word (.docx) or PDF — free, no signup.
Why Use GetNyay?
Frequently Asked Questions
Is this agreement enforceable in India?▼
Does it need to be registered or notarised?▼
Can it be signed electronically?▼
How long should the obligations last?▼
Is an NDA actually enforceable in India?
Yes, as a contract. An NDA needs the same things any contract needs under the Indian Contract Act, 1872: parties competent to contract, free consent, lawful consideration and a lawful object. Nothing about confidentiality obligations offends any of those.
The provision people worry about is Section 27, which voids every agreement by which anyone is restrained from exercising a lawful profession, trade or business. That is a real constraint, but it bites on restraint of trade, not on secrecy. Indian courts have consistently distinguished the two: an obligation not to disclose or misuse the other party's confidential information is valid, while a clause preventing a former employee from working in the same industry after employment ends is generally void.
| Clause | Position in India | Comment |
|---|---|---|
| Confidentiality / non-disclosure | Valid and enforceable | The core of the agreement; not a restraint of trade |
| Non-use of confidential information | Valid and enforceable | Often more important than non-disclosure in practice |
| Return or destruction of materials | Valid and enforceable | Specify the deadline and require written confirmation |
| Non-compete during the term of employment or engagement | Generally valid | A restraint during the relationship, not after it |
| Non-compete after employment ends | Generally void under Section 27 | Courts have consistently declined to enforce these against former employees |
| Non-solicitation of employees or customers | Treated variably | A narrow, reasonable and time-limited clause has a better prospect than a broad one |
| Liquidated damages for breach | Capped by Section 74 | You get reasonable compensation not exceeding the stipulated sum |
Loading a post-employment non-compete into a confidentiality agreement does not make it enforceable, and it can invite the argument that the whole document is overreaching. Keep the confidentiality obligations clean and separately severable, so an unenforceable clause elsewhere does not drag them down.
India has no trade secrets statute — so the contract does the work
Unlike patents, trademarks, designs and copyright, trade secrets in India have no dedicated legislation. There is no register, no filing, and no statutory term of protection. What protects commercially sensitive information is a combination of the contract you signed, the equitable action for breach of confidence developed by the courts, and the injunctive relief available under the Specific Relief Act, 1963.
The practical consequence is that the NDA is not a formality — it is the primary instrument of protection. A weak definition of confidential information, or a missing non-use clause, is not a drafting nicety; it is the difference between having a remedy and not.
- Contract: the NDA itself, giving a claim in damages and a basis for injunction.
- Breach of confidence: an equitable action where information was imparted in circumstances importing an obligation of confidence.
- Injunctions: Sections 36 to 42 of the Specific Relief Act, 1963, which is usually the relief that actually matters — stopping the use, not compensating it afterwards.
- Copyright: where the material is a protected work, the Copyright Act, 1957 may give a parallel route.
- Information technology law: where confidential data was accessed or extracted from a computer system, the Information Technology Act, 2000 may be relevant.
By the time a damages claim is decided, the information is usually out and the commercial harm is done. Draft with the interim injunction in mind: a clear definition, a clear non-use obligation, an acknowledgement that breach would cause irreparable harm, and a term long enough to still be running when you need it.
The clauses that decide whether an NDA works
| Clause | What to get right | Why it matters |
|---|---|---|
| Definition of confidential information | Define by category and by the circumstances of disclosure, not by listing documents | A list is out of date the day it is signed; a definition that covers everything is often read down |
| Carve-outs | Information already public, already known, independently developed, or lawfully received from a third party | Without carve-outs the definition is overbroad and easier to attack |
| Compelled disclosure | Permit disclosure required by law or by a court, with prior notice where lawful | Otherwise the receiving party is in breach by complying with a summons |
| Non-use | A separate obligation not to use the information except for the stated purpose | Most real harm is misuse rather than disclosure; non-disclosure alone does not cover it |
| Purpose | State the permitted purpose narrowly and specifically | The non-use obligation is only as tight as the purpose it is measured against |
| Permitted recipients | Employees and advisers with a need to know, bound by equivalent obligations | Prevents onward disclosure inside a group without making the clause unworkable |
| Term and survival | The term of the agreement, and how long obligations survive it | A one-year survival period on information with a ten-year life is a drafting failure |
| Return or destruction | A deadline, and written confirmation, with a carve-out for archival copies | Gives you a concrete, provable obligation to enforce at the end |
| Remedies | Acknowledge that damages may be inadequate and injunctive relief appropriate | Helps at the interim injunction stage, where speed matters most |
| Governing law and forum | Indian law, a named court or a workable arbitration clause | A vague or split clause costs months before the merits are reached |
A clause permitting the receiving party to use "residual knowledge retained in unaided memory" is common in templates drafted for the receiving side, and it can hollow out the entire agreement. If you are the disclosing party, strike it. If you are receiving, understand that you are asking for a great deal.
Stamping, registration and electronic signature
An NDA does not require registration under the Registration Act, 1908. Registration is optional, and it is occasionally done for evidentiary weight, but it is not the norm and not expected.
Stamp duty is a different matter. It is payable under the applicable state stamp legislation, generally as an agreement. An unstamped or under-stamped NDA remains a valid contract, but under Section 35 of the Indian Stamp Act it is not admissible in evidence until the deficient duty and a penalty have been paid. In practice that means the first thing you do when you want to enforce is fix the stamping, which is expensive and delays exactly the interim relief you are trying to obtain.
On signature: an NDA can be executed electronically. The First Schedule to the Information Technology Act, 2000 lists the documents to which the Act does not apply — wills, trusts, and most powers of attorney among them — and ordinary commercial agreements such as NDAs are not in that list.
- 1Confirm the stamp duty payable on an agreement in the relevant state and pay it at execution, not later.
- 2Use the state e-stamping facility where one exists.
- 3Have every page signed or initialled by both parties.
- 4Where a company is a party, ensure the signatory is authorised, and record the authority.
- 5Date the agreement, and state the effective date if disclosures began earlier.
- 6Keep an executed original, or a verifiable electronic execution record, with each party.
One-way or mutual, and which one you should be asking for
A one-way NDA binds only the receiving party. A mutual NDA binds both. Which is appropriate depends entirely on the direction of information flow, and getting it wrong is a common and consequential mistake.
If only you are disclosing — pitching to an investor, sharing a dataset with a vendor, showing a prototype — a one-way agreement is correct and simpler. If both sides will disclose, as in most partnership, joint development and acquisition discussions, a mutual agreement is the honest structure, and it also tends to be negotiated faster because both sides have the same incentives on every clause.
- One-way: you are disclosing, they are receiving. Simplest, and appropriate for pitches and vendor engagements.
- Mutual: both parties disclose. Standard for partnerships, joint development, diligence and acquisition talks.
- Watch for a one-way agreement presented as mutual with an obligation that in substance only binds you.
- Where a group of companies is involved, define whether affiliates are covered on each side.
- Where individuals will handle the information, consider requiring them to sign an acknowledgement personally.
The commonest imbalance is not in the operative clauses but in the definition: a mutual agreement where the definition of confidential information is drawn to match exactly what one side will disclose. Read the definition asking whether it would capture what you are about to share.
What to do when an NDA is breached
- 1Preserve the evidence immediately — the disclosure itself, how it came to your attention, and the timeline. Do not alert the other side before you have secured it.
- 2Establish that the information was confidential within the definition, and that it was disclosed to that party under the agreement.
- 3Fix any stamping deficiency in the NDA before you go anywhere near a court.
- 4Send a cease and desist notice requiring the use and disclosure to stop, the material to be returned or destroyed, and written confirmation — with a short deadline.
- 5Check the dispute resolution clause. If it points to arbitration, a court suit may be premature, and the opening move is a notice invoking arbitration under Section 21 of the Arbitration and Conciliation Act, 1996.
- 6Where the harm is ongoing, move for an interim injunction. This is normally the relief that matters, and it needs to be sought quickly — delay undercuts the argument that the harm is irreparable.
- 7Quantify the loss for the damages claim, remembering that Section 74 caps any liquidated damages clause at reasonable compensation not exceeding the stipulated sum.
Interim injunctions turn on urgency. A party that discovers a breach and then spends four months corresponding about it has undermined its own case that the harm is irreparable and immediate. If you are going to seek an injunction, treat the discovery date as the start of a short clock.
Worked examples
Example 1: Sharing a dataset with a prospective vendor
- Direction of disclosure
- One way — you disclose
- Information
- Customer dataset and internal pricing model
- Purpose
- Evaluating the vendor for a specific engagement
- Duration of talks
- Expected 6 weeks
- Value of the information
- Commercially sensitive for several years
- 1.A one-way NDA is correct here, since only you are disclosing.
- 2.The purpose clause should be narrow: evaluating the vendor for this specific engagement, and nothing else.
- 3.A non-use obligation matters more than non-disclosure — the realistic risk is the vendor using your pricing model, not publishing it.
- 4.The survival period must reflect the life of the information, not the six-week length of the talks. Six weeks of talks with a one-year survival is a drafting failure.
- 5.Include a return-or-destruction clause with a deadline and written confirmation, and a carve-out for routine archival backups.
- 6.Stamp it at execution under the applicable state law, so enforcement is not delayed by a stamping objection.
A short one-way NDA with a narrow purpose, a strong non-use clause and a survival period matched to the commercial life of the data. The survival period is the clause most often left at a default that makes the agreement worthless when it is needed.
Example 2: Employee NDA with a non-compete attached
- Document
- Employee confidentiality and non-compete agreement
- Confidentiality term
- During and after employment
- Non-compete
- 2 years after leaving, across the industry
- Non-solicitation
- 1 year, named customers
- Severability clause
- Present
- 1.The confidentiality obligations, both during and after employment, are valid and enforceable.
- 2.The two-year post-employment non-compete across the industry is a restraint of trade after the relationship ends, and Indian courts generally treat such clauses as void under Section 27 of the Contract Act.
- 3.The one-year non-solicitation limited to named customers is narrower and time-limited, and has a materially better prospect than a general non-compete — though it is still treated variably.
- 4.The severability clause is doing important work: it is what allows the confidentiality obligations to survive if the non-compete falls.
- 5.The practical protection here is the confidentiality and non-use obligation, not the non-compete.
Rely on the confidentiality and non-use clauses, and treat the post-employment non-compete as unlikely to be enforced. If retention is the real concern, the answer is commercial — notice periods, deferred compensation, garden leave — rather than a clause a court will not enforce.
Example 3: Breach discovered: an ex-partner is using your material
- Agreement
- Mutual NDA, signed 14 months ago
- Stamping
- Executed on plain paper; no stamp duty paid
- Breach
- Your specification appearing in their product literature
- Discovered
- 9 days ago
- Dispute clause
- Arbitration, seat at Mumbai
- 1.Preserve the evidence first: dated copies of their literature, your original material with its creation record, and the disclosure trail under the NDA.
- 2.The stamping deficiency must be cured before the agreement can be produced in evidence — pay the duty and penalty now, not when the objection is taken.
- 3.Send a cease and desist notice requiring the use to stop, the material to be returned or destroyed, and written confirmation within a short deadline.
- 4.Because the clause points to arbitration, the opening move is a notice invoking arbitration under Section 21 of the Arbitration and Conciliation Act, 1996, not a civil suit.
- 5.Interim relief is available notwithstanding the arbitration clause, but move quickly — nine days from discovery is good, four months would not be.
Cure the stamping, serve a cease and desist, invoke arbitration under the clause, and seek interim relief while the delay is still short. The stamping point is the one that catches people out: a valid agreement you cannot put in evidence is not much use in the week you need it.
More questions about this page
Is a non-disclosure agreement legally enforceable in India?▼
Does an NDA need to be registered or notarised in India?▼
What happens if the NDA was not stamped?▼
Are non-compete clauses enforceable in India?▼
Can an NDA be signed electronically in India?▼
How long should confidentiality obligations last?▼
What is the difference between a one-way and a mutual NDA?▼
Does India have a trade secrets law?▼
What can I claim if someone breaches an NDA?▼
What are the standard carve-outs from confidential information?▼
Should I include a liquidated damages clause?▼
Does GetNyay review my NDA or act as my lawyer?▼
Official sources checked
The statutes, rules and regulator pages the statements on this page were checked against.
- An unstamped or under-stamped instrument is not admissible until the duty and penalty are paid. Rates are set by the state.
- The registration threshold for leases, the optional-registration rule, and authentication of a power held by an agent.
An NDA does not need to be registered, and notarisation is not required for validity. Stamp duty is a separate question: an agreement attracts duty under the applicable State Stamp Act, and an unstamped or under-stamped instrument, though still a valid contract, is not admissible in evidence until the deficient duty and a penalty are paid. Check the rate for your state and stamp it at execution.
Other workplace documents
What gets signed at the start of a job and at the end of one.
Letters and applications for work — or browse every template, or the free tools that work out the dates and figures these documents need.
Ready to Generate Your Document?
Fill in your details and download a ready-to-use Word or PDF document in minutes — free, with no watermark and no signup.