Commercial contracts · Template
An NDA protects information you have to share to do business — a supplier you are onboarding, a developer seeing your codebase, an investor reading your numbers. It is the cheapest legal document you will ever need and the one most often copied from a US template that does not survive contact with an Indian court.
Quick Statutory Answer
Is an NDA legally binding in India? Yes, provided it satisfies the ordinary requirements of a valid contract under the Indian Contract Act, 1872 — competent parties, lawful consideration and free consent — and is properly stamped. Stamping is where most NDAs fail: under s. 35 of the Indian Stamp Act, 1899, an unstamped instrument chargeable with duty cannot be admitted in evidence.
The full text of this document as VidhiSar drafts it, with every blank shown in square brackets. Copy it or download it as a Word file and fill it in yourself — or answer a few questions and VidhiSar fills it in and prints a formatted PDF. Clauses that apply only in some cases are left out here; the drafting flow adds them when your answers call for them.
PARTIES
This Non-Disclosure Agreement ("Agreement") is entered into as of [What date does this agreement start?] by and between:
Party A (Disclosing Party): [Your businessu2019s full legal name], a legal entity registered in India, having its principal place of business at [Your registered office address], bearing PAN / CIN [Your PAN or CIN].
Party B (Receiving Party): [The other partyu2019s full legal name], a legal entity registered in India, having its principal place of business at [The other partyu2019s registered office address], bearing PAN / CIN [The other partyu2019s PAN or CIN].
RECITALS
WHEREAS, the Disclosing Party possesses certain confidential, proprietary, and sensitive business and technical information and is willing to disclose such information to the Receiving Party solely for the purpose of [Why are you sharing this information?] (the "Permitted Purpose");
AND WHEREAS, the Receiving Party desires to receive and use such confidential information strictly for the Permitted Purpose and agrees to maintain the confidentiality thereof;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
TERMS AND CONDITIONS
1. Definition of Confidential Information. "Confidential Information" means any and all technical, commercial, financial, strategic, or operational information, trade secrets, know-how, data, formulas, product plans, customer lists, business strategies, or other proprietary information disclosed by the Disclosing Party to the Receiving Party, whether in oral, written, graphic, or electronic form, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
2. Obligations of the Receiving Party. The Receiving Party agrees to: (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care); (b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Permitted Purpose; and (d) limit access to the Confidential Information to those employees, officers, directors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.
3. Exclusions. The obligations under this Agreement shall not apply to information that: (a) is or becomes publicly known other than through any act or omission of the Receiving Party; (b) was in the Receiving Party\u2019s lawful possession prior to disclosure; (c) is lawfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information. Nothing in this Agreement prevents a disclosure required by law, by a court of competent jurisdiction or by a regulatory authority, provided the Receiving Party gives the Disclosing Party prompt written notice (to the extent lawfully permitted) so that the Disclosing Party may seek protective relief.
4. Term. This Agreement shall remain in full force and effect for a period of [How many years should this agreement run?] years from the Effective Date, unless earlier terminated by mutual written consent. Notwithstanding the foregoing, obligations with respect to trade secrets shall survive indefinitely.
5. Return or Destruction. Upon the Disclosing Party\u2019s written request, the Receiving Party shall promptly return or destroy all Confidential Information (including all copies, extracts, and summaries thereof) and certify such destruction in writing.
6. No License. Nothing in this Agreement grants any licence, right, title, or interest in or to any Confidential Information, intellectual property, or any other proprietary right of the Disclosing Party.
7. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts at [Which cityu2019s courts should settle a dispute?], India. The parties shall first attempt to resolve disputes through good-faith negotiations for a period of thirty (30) days.
8. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings.
EXECUTION
IN WITNESS WHEREOF, the authorised representatives of both parties have executed this Non-Disclosure Agreement as of the date first written above.
For [Your businessu2019s full legal name]
For [The other partyu2019s full legal name]
What the law behind this document actually requires.
| Essential Clause | Legal Purpose & Protection | Governing Law / Benchmark |
|---|---|---|
| A definition of confidential information | Left vague, the clause protects nothing specific and a court is asked to guess. Define categories, and say plainly what is excluded — anything already public, anything the receiver already held, anything independently developed. | Indian Stamp Act, 1899 — s. 35 |
| Purpose limitation | The receiver may use the information for the stated purpose and nothing else. Without this, 'we never disclosed it to anyone' becomes a complete defence to using your customer list themselves. | Indian Contract Act, 1872 — s. 27 |
| A defined term, and survival | Two questions, not one: how long the NDA runs, and how long the confidentiality duty survives after it ends. Trade secrets usually warrant a longer survival period than the agreement itself. | Specific Relief Act, 1963 |
| Return or destruction of materials | On termination, the receiver returns or destroys what they hold and confirms it in writing. Without a written confirmation you have no way to show what remained. | Indian Stamp Act, 1899 — s. 35 |
| Injunctive relief acknowledgement | Damages rarely fix a leak — the information is out. Recording that breach causes irreparable harm supports an application for an injunction under the Specific Relief Act, 1963. | Indian Contract Act, 1872 — s. 27 |
| Governing law and a named forum | Name the Indian city whose courts have jurisdiction. A foreign forum turns a small dispute into an unaffordable one. | Specific Relief Act, 1963 |
| PAN or CIN on every signature block | A signatory who cannot be identified later is a signatory the other side can disown. | Indian Stamp Act, 1899 — s. 35 |
Yes, provided it satisfies the ordinary requirements of a valid contract under the Indian Contract Act, 1872 — competent parties, lawful consideration and free consent — and is properly stamped. Stamping is where most NDAs fail: under s. 35 of the Indian Stamp Act, 1899, an unstamped instrument chargeable with duty cannot be admitted in evidence.
Where the instrument is chargeable with duty, yes, and the duty must be paid before execution. Rates and the manner of stamping are State-specific, so the amount depends on where the document is executed — which is why the place of execution should be recorded on the face of the document. Confirm the applicable rate for your State before signing.
Generally no. Section 27 of the Indian Contract Act, 1872 voids agreements in restraint of trade, and Indian courts have consistently declined to enforce post-employment non-compete restrictions on that basis. Confidentiality obligations are a different matter and are enforceable — the distinction is between protecting your information and preventing someone from working.
There is no statutory period; it is a commercial decision. What matters more is separating the term of the agreement from the survival period of the confidentiality duty, so that information disclosed in the final month is still protected afterwards.
Use a mutual NDA where both sides will disclose something worth protecting, which is most commercial discussions. A one-way NDA where the relationship is genuinely two-sided usually just invites the other side to send back their own paper.
Yes. Fill in the parties, the purpose, the term and the governing state on this page and VidhiSar drafts the agreement and returns a formatted PDF ready to print or sign. Nothing about doing it online changes its legal standing — an NDA is an ordinary contract under the Indian Contract Act, 1872, and it is the content and the stamping that decide enforceability, not where it was typed.
Yes. Section 5 of the Information Technology Act, 2000 gives electronic signatures the same legal recognition as handwritten ones, and NDAs are not among the documents excluded by Schedule I of that Act — that list covers negotiable instruments, powers of attorney, trusts, wills and contracts for the sale of immovable property. Note that e-signing does not remove the stamping requirement: the duty is on the instrument, however it is signed.
The free plan includes one document, so your first NDA costs nothing. The unavoidable cost is stamp duty, which is set by the state whose law governs the agreement and is typically a few hundred rupees for an NDA — trivial next to the consequence of skipping it, which is that under s. 35 of the Indian Stamp Act, 1899 an unstamped instrument cannot be admitted in evidence.
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