Non-Disclosure Agreement (NDA) Template (India) — Free Format
A non-disclosure agreement (NDA) is a contract in which one or both parties agree to keep shared business information confidential and use it only for an agreed purpose. This mutual NDA template is drafted for Indian law and works for vendor talks, investor discussions and partnership evaluations.
Stamp, registration and e-sign at a glance
The three things to settle before anyone signs this agreement in India.
Payable under the stamp law of the state where it is signed; rates vary by state. Unstamped, it cannot be used as evidence until duty and penalty are paid. NDAs are often charged as an "agreement not otherwise provided for", which carries a small fixed duty in most states.
Check your state's rateRegistration is not required.
This agreement can be signed electronically with Aadhaar eSign or a DSC under the Information Technology Act, 2000. Electronic signatures listed in the Act's Second Schedule carry a presumption of reliability.
What cannot be e-signedWhat is a NDA?
An NDA defines what counts as confidential information, what the receiving party may do with it, how long the obligation lasts and what happens on a breach. A mutual NDA protects both sides; a one-way NDA protects only the disclosing party. In India, an NDA is an ordinary contract under the Indian Contract Act, 1872, so it needs free consent, lawful consideration and a lawful object.
When to use it
- Before sharing pricing, product plans or source code with a potential vendor or partner
- Before an investor or acquirer runs due diligence
- When a consultant or agency will see customer or employee data
- Before a joint pitch or tender where both sides share proprietary material
Key clauses checklist
Make sure your draft covers each of these. Linked clauses open a sample wording with drafting tips.
- Definition of confidential information Sample clause
- Permitted purpose and use restrictions Sample clause
- Exclusions (public, already known, independently developed)
- Term and survival of obligations Sample clause
- Return or destruction of information
- Personal data handling Sample clause
- Remedies, including injunction
- Governing law and jurisdiction Sample clause
Indian law notes
Enforceability
Courts in India enforce NDAs as contracts and can grant injunctions to stop a threatened disclosure. Damages under Section 73 of the Contract Act require proof of loss, so many NDAs also state that injunctive relief is available because damages alone may be inadequate.
Non-compete language
Do not use an NDA to stop the other side from doing business. A clause that restrains a lawful trade is void under Section 27 of the Contract Act, except in narrow cases such as the sale of goodwill. Keep the NDA to confidentiality and non-use.
Personal data
If personal data will be shared, the recipient may be a data processor under the Digital Personal Data Protection Act, 2023. Add security and deletion obligations, or sign a separate data processing agreement.
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") is made on [Date] at [City]
BETWEEN
[Party A Name], a [company / LLP / firm] having its registered office at [Address] ("Party A"),
AND
[Party B Name], a [company / LLP / firm] having its registered office at [Address] ("Party B").
Party A and Party B are each a "Party" and together the "Parties".
1. PURPOSE
The Parties wish to share information for the purpose of [describe purpose, e.g. evaluating a supply arrangement] (the "Purpose").
2. CONFIDENTIAL INFORMATION
2.1 "Confidential Information" means all non-public information disclosed by a Party ("Discloser") to the other ("Recipient"), in any form, including business plans, pricing, customer and supplier details, technical data, software, know-how and the existence and terms of these discussions.
2.2 Confidential Information does not include information that the Recipient can show (a) is or becomes public other than through its breach; (b) was lawfully known to it before disclosure; (c) is received from a third party without a duty of confidence; or (d) is independently developed without use of the Discloser's information.
3. OBLIGATIONS
3.1 The Recipient shall (a) use Confidential Information only for the Purpose; (b) not disclose it to anyone except its directors, employees and professional advisers who need to know it for the Purpose and are bound by obligations no less protective than this Agreement; and (c) protect it with at least the care it uses for its own confidential information, and no less than reasonable care.
3.2 The Recipient may disclose Confidential Information where required by law, court order or a regulator, after giving the Discloser prompt written notice where legally permitted.
4. PERSONAL DATA
Where Confidential Information includes personal data, the Recipient shall process it only for the Purpose, keep it secure, and delete it on request, in line with the Digital Personal Data Protection Act, 2023.
5. RETURN OR DESTRUCTION
On written request, or when discussions end, the Recipient shall return or destroy all Confidential Information and confirm this in writing, except copies it must keep by law.
6. NO LICENCE OR OBLIGATION
No licence or right is granted except as stated here. Neither Party is obliged to enter into any further agreement.
7. TERM
This Agreement starts on the date above and continues for [two] years. Obligations for each item of Confidential Information survive for [three] years after the end of this Agreement, and for trade secrets for as long as they remain trade secrets.
8. REMEDIES
Each Party agrees that a breach may cause harm for which damages are not an adequate remedy, and that the Discloser may seek an injunction in addition to any other remedy.
9. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of India. The courts at [City] have exclusive jurisdiction.
10. GENERAL
This Agreement is the entire agreement on its subject matter, may be amended only in writing signed by both Parties, and may be signed electronically and in counterparts.
IN WITNESS WHEREOF the Parties have signed this Agreement on the date first written above.
For [Party A Name] For [Party B Name]
Name: [Name] Name: [Name]
Designation: [Designation] Designation: [Designation]
Signature: ____________ Signature: ____________ Replace every [placeholder] and delete options that do not apply. Generate a filled-in NDA with the free NDA generator
How to execute it
From blank template to a signed, stamped and stored contract.
Fill in the parties, the purpose and the confidentiality period.
Remove clause 4 if no personal data will be shared, or attach a data processing agreement if a lot will be.
Check the stamp duty for an NDA in the state of execution and buy e-stamp paper.
Sign with Aadhaar eSign or DSC, or print on the stamp paper and sign by hand.
Store the signed copy with its expiry date and set a reminder before obligations end.
Frequently asked questions
Is an NDA legally binding in India?
Yes. An NDA is a contract under the Indian Contract Act, 1872 and courts can award damages or grant an injunction for breach, provided it has a lawful purpose and consideration.
Does an NDA need stamp paper?
Generally yes. Most states charge a small duty on NDAs as general agreements. An unstamped NDA is not void, but it cannot be relied on in court until duty and penalty are paid.
Can an NDA stop an employee or vendor from working with competitors?
No. A restraint on carrying on a trade is void under Section 27 of the Contract Act. An NDA can stop the use and disclosure of your information, not lawful competition.
How long should an NDA last?
Two to five years is common for commercial information. Trade secrets are often protected for as long as they remain secret.
Related templates
Stop emailing Word files around
Turn this format into an approved template, collect approvals, buy e-stamp paper, send it for Aadhaar eSign and get reminded before it renews.