Commercial contracts · Template

Non-disclosure agreement (NDA) template for India

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.

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When you need this

  • Before sharing pricing, customer lists, source code or financials with a prospective partner
  • When onboarding a contractor, agency or freelancer who will see anything not already public
  • Before a due diligence process, where the other side reads everything you have
  • When an employee's role puts them near information the business would be damaged by losing
  • Ahead of any discussion where you would be uncomfortable seeing the transcript published

What this document must contain

  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • PAN or CIN on every signature block — A signatory who cannot be identified later is a signatory the other side can disown.

The law that governs it

  • Indian Stamp Act, 1899 — s. 35 — An instrument chargeable with duty that is not duly stamped cannot be admitted in evidence or acted upon. Duty is State-specific and must be paid before signing. An unstamped NDA can fail in exactly the moment it was created for.
  • Indian Contract Act, 1872 — s. 27 — An agreement that restrains anyone from exercising a lawful profession, trade or business is void to that extent. This is why a broad non-compete bolted onto an NDA is generally unenforceable in India, however normal it looks in a US form.
  • Specific Relief Act, 1963 — The realistic remedy for a confidentiality breach is an injunction restraining further disclosure, not a damages award after the fact. Draft with that remedy in mind.

Common mistakes

  • Copying a US template, keeping its non-compete, and assuming s. 27 does not apply
  • Signing without stamping, then discovering at the wrong moment that the document is inadmissible
  • Defining confidential information so broadly that it covers publicly available facts, which makes the whole clause easier to attack
  • One-way confidentiality where the relationship is genuinely mutual, which invites a renegotiation you did not need
  • Naming a foreign governing law or seat, making enforcement cost more than the harm

Frequently asked questions

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.

Do I need to stamp an NDA?

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.

Can an NDA stop an employee from joining a competitor?

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.

How long should an NDA last?

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.

Mutual or one-way NDA?

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.

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