NDA Generator India 2026 Mutual & One-Way · Indian Contract Act · International Client Ready

Generate a professionally drafted Non-Disclosure Agreement enforceable under Indian law. Covers domestic and international parties, with CISG exclusion for foreign clients.

NDA Type

Disclosure Purpose & Scope

Duration, Jurisdiction & Damages

Pre-agreed amount payable on breach

Permitted Disclosures

The Receiving Party may share Confidential Information with:

International Client Detected

CISG exclusion clause and UNCITRAL arbitration option will be included in the generated NDA.

Ad Slot B

NDA Checklist

  • ✓ Clear definition of confidential info
  • ✓ Exclusions listed (public domain etc.)
  • ✓ Duration of obligations specified
  • ✓ Return/destruction of info on termination
  • ✓ Governing law & jurisdiction
  • ✓ Remedy for breach defined
  • ✓ Witness signature lines included

Legal Disclaimer

This tool generates a draft NDA for general reference. It does not constitute legal advice. For complex transactions or high-value disclosures, consult a qualified advocate. Stamp duty must be paid as per state legislation.

Your NDA — Preview

(Under the Indian Contract Act, 1872 and the Information Technology Act, 2000)

This ("Agreement") is entered into as of , by and between:

THE PARTIES

PARTY A — DISCLOSING PARTY: , a , having its address at (hereinafter referred to as "Disclosing Party" / "Party A").

, a , having its address at (hereinafter referred to as ).

Note: Party B is an international entity. CISG and UNCITRAL provisions apply as set out herein.

The parties desire to explore (the "Purpose") and, in connection therewith, may disclose to each other certain confidential and proprietary information. In consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all information or data that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged, including but not limited to: ; and any other information designated as confidential by the Disclosing Party at the time of disclosure, whether disclosed orally, in writing, electronically, visually, or in any other form. Confidential Information includes any notes, analyses, compilations, studies, interpretations, or other materials prepared by the Receiving Party that contain, reflect, or are based upon the Confidential Information.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party (and each party in respect of the other's Confidential Information) agrees to: (a) hold all 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 Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) not use Confidential Information for any purpose other than the Purpose specified in this Agreement; (d) not copy, reproduce, or store Confidential Information in retrievable form except as reasonably necessary for the Purpose; and (e) promptly notify the Disclosing Party upon discovery of any unauthorised disclosure or use of Confidential Information.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The obligations of this Agreement shall not apply to any information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure, as evidenced by written records predating the disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; (d) is rightfully received from a third party without restriction on disclosure; or (e) is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt prior written notice to enable it to seek a protective order.

4. PERMITTED DISCLOSURES

The Receiving Party may disclose Confidential Information only to the following persons, provided each such person is bound by confidentiality obligations at least as protective as those in this Agreement:

  • Its employees, directors, and officers who have a bona fide need to know such information for the Purpose.
  • Its professional advisors (legal, financial, or technical) who are bound by professional secrecy obligations.
  • Regulatory authorities, courts, or government agencies when required by applicable law, provided prior notice is given to the Disclosing Party where legally permissible.
  • No permitted disclosures beyond those required by law.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon thirty (30) days' written notice. Notwithstanding termination of this Agreement, the obligations of confidentiality with respect to Confidential Information disclosed prior to termination shall survive for from the date of each respective disclosure. Either party may terminate this Agreement immediately in the event of a material breach by the other party.

6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon written request by the Disclosing Party or upon termination of this Agreement (whichever occurs first), the Receiving Party shall promptly: (a) return all tangible materials containing Confidential Information; (b) permanently delete all electronic copies of Confidential Information from its systems; and (c) certify in writing to the Disclosing Party that such return and deletion has been completed. The Receiving Party may retain one archival copy solely for compliance purposes, subject to continued confidentiality obligations.

7. NO LICENSE GRANTED

Nothing in this Agreement shall be construed as granting any right, licence, title, or interest (by implication, estoppel, or otherwise) in or to any intellectual property, patent, trademark, copyright, or trade secret of the Disclosing Party. The Receiving Party acquires only the limited right to use the Confidential Information solely for the Purpose.

8. NO WARRANTY

The Disclosing Party makes no representations or warranties, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Confidential Information is provided "as is." The Disclosing Party shall not be liable for any damages arising from the Receiving Party's use of the Confidential Information.

9. LIQUIDATED DAMAGES

The parties agree that a breach of this Agreement would cause irreparable harm to the Disclosing Party and that actual damages may be difficult to ascertain. Accordingly, in addition to injunctive relief and other remedies available at law or in equity, the Receiving Party agrees to pay to the Disclosing Party a sum of ₹ as liquidated damages for each proven breach, which the parties agree is a genuine pre-estimate of the loss likely to be suffered and not a penalty.

10. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872, and the Information Technology Act, 2000. The parties submit to the exclusive jurisdiction of the courts under the High Court and the subordinate courts thereof. Any dispute shall first be referred to arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator appointed by mutual consent, failing which by the appointing authority.For international disputes, the parties agree to resolve disputes through arbitration under the UNCITRAL Arbitration Rules, with the seat of arbitration in India under the jurisdiction of the High Court. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from application to this Agreement.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements, representations, or understandings. This Agreement may not be amended except by a written instrument signed by authorised representatives of both parties. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the Effective Date first written above.

DISCLOSING PARTY / PARTY A

Authorised Signatory

Name: ___________________

Designation: ___________________

Date: ___________________

Authorised Signatory

Name: ___________________

Designation: ___________________

Date: ___________________

WITNESS 1

Name & Signature

WITNESS 2

Name & Signature

Generated by VidsHog Tools — For reference purposes only. Consult a qualified advocate before execution. Pay applicable stamp duty.

NDA in India — Complete Legal Guide 2026

A Non-Disclosure Agreement (NDA), also called a Confidentiality Agreement or Confidential Disclosure Agreement (CDA), is a legally binding contract between two or more parties that establishes a confidential relationship. In India, NDAs are governed primarily by the Indian Contract Act, 1872, supplemented by common law doctrines of breach of confidence and the Information Technology Act, 2000 for digital disclosures.

Legal Basis for NDA Enforcement in India

For an NDA to be enforceable in India, it must satisfy all essential elements of a valid contract under Section 10 of the Indian Contract Act: (1) an offer and acceptance; (2) lawful consideration; (3) parties competent to contract (major, of sound mind, not disqualified by law); (4) free consent (not obtained by coercion, undue influence, fraud, misrepresentation, or mistake); and (5) a lawful object.

Courts in India have consistently held that NDAs are valid contracts. The Bombay High Court, Delhi High Court, and Supreme Court of India have all upheld NDA clauses in various commercial disputes. The key limitation is Section 27 of the Indian Contract Act, which renders void any agreement in restraint of trade. NDAs that go beyond protecting genuine confidential information and instead prevent a party from working in their field of expertise may be struck down partially or wholly.

Mutual vs One-Way NDA — When to Use Which

The choice between a mutual and unilateral NDA depends on the nature of the business relationship and the information flow:

One-Way (Unilateral) NDA is appropriate when the information flow is clearly one-directional. Common use cases: sharing a business idea with a potential investor before a formal pitch; disclosing technical specifications to a vendor for a quotation; sharing source code with a freelance developer; disclosing financial projections to a bank or lender; employee NDAs where the employer discloses proprietary methods.

Mutual (Bilateral) NDA is appropriate when both parties will exchange confidential information. Common use cases: joint venture negotiations where both parties share strategic plans; M&A due diligence; technology partnership where both parties disclose proprietary technology; research collaborations between companies or institutions; any negotiation where both sides share sensitive business information.

Trade Secret Protection in India — The Legal Gap

Unlike the United States (which has the Defend Trade Secrets Act, 2016) or the European Union (which has the Trade Secrets Directive), India does not have a standalone trade secrets law. This makes NDAs even more critical in India, as they are the primary contractual mechanism for protecting trade secrets.

Under Indian common law, the doctrine of breach of confidence can provide protection even without an NDA — but establishing this in court is significantly harder and more expensive than enforcing a written agreement. The DPIIT has circulated draft proposals for a trade secrets framework, but legislative progress has been slow. Until such legislation is enacted, businesses in India should rely on well-drafted NDAs backed by strong employment agreements and IT security policies.

NDAs and the IT Act, 2000 — Digital Confidentiality

When confidential information includes software, source code, databases, or other digital assets, the Information Technology Act, 2000 becomes relevant. Section 43A of the IT Act imposes liability on companies that fail to implement reasonable security practices and procedures for sensitive personal data. Section 72A creates criminal liability for disclosure of information in breach of a lawful contract. Including a reference to the IT Act in an NDA covering digital assets strengthens the legal foundation and signals to the Receiving Party that digital disclosures are covered.

Duration of NDA Obligations — What Is Reasonable?

The duration of confidentiality obligations is one of the most litigated NDA provisions in India. Courts balance two competing interests: the Disclosing Party's interest in protecting valuable information, and the general principle against restraint of trade.

For commercial business information that has a defined lifecycle (product roadmaps, marketing strategies, financial projections), a 2–3 year obligation post-disclosure is standard and generally enforceable. For genuinely proprietary formulas, manufacturing processes, or trade secrets with no natural expiry, an indefinite obligation may be upheld if the information retains its commercial value. For employee NDAs, post-employment confidentiality obligations must be reasonable in scope to avoid being struck down under Section 27 — typically 1–2 years for general employees, longer for senior executives with access to core business secrets.

International NDAs — CISG, UNCITRAL, and Cross-Border Considerations

When one party to an NDA is based outside India, additional considerations apply. India is a signatory to the United Nations Convention on Contracts for the International Sale of Goods (CISG), but for NDAs (which are not contracts for the sale of goods), it is standard practice to expressly exclude CISG to avoid ambiguity. Our generator automatically includes this exclusion for international parties.

Dispute resolution between international parties often uses UNCITRAL Arbitration Rules or institutional arbitration (e.g., ICC, SIAC, LCIA) rather than domestic courts. Our generator defaults to UNCITRAL arbitration with seat in India for international NDAs, which preserves the enforceability of awards under the New York Convention (India is a signatory).

Stamp Duty on NDAs in India

NDAs are agreements attracting stamp duty under the Indian Stamp Act, 1899. The applicable duty varies by state but is generally nominal — most states classify NDAs under "Agreement" and charge between ₹100 and ₹500. An NDA on insufficiently stamped paper is not automatically void, but it cannot be admitted in evidence without payment of the deficit duty (plus a penalty of up to 10 times the deficit). To avoid this issue, always execute NDAs on properly stamped paper or through e-stamping. States like Maharashtra, Karnataka, and Delhi offer convenient e-stamping through SHCIL (Stock Holding Corporation of India Limited) and state portals.

Employee and Freelancer NDAs — Key Differences

Employees have an implied duty of fidelity to their employer under employment law, which covers some confidentiality obligations. However, this implied duty is weaker and harder to enforce than a written NDA. A standalone NDA with employees clearly defines the scope of confidential information, post-employment obligations, and specific consequences of breach. Under Indian labour law, post-employment restrictions (non-compete clauses) are generally not enforceable for ordinary employees, but post-employment confidentiality obligations for specific trade secrets have been upheld by courts.

Freelancers and independent contractors have no implied duty of confidentiality — they are not employees. An NDA is therefore essential before sharing any sensitive information with freelancers. The freelancer NDA should also address intellectual property ownership (ensure the client owns all work product created) and include specific restrictions on disclosure to the freelancer's other clients.

Remedies for NDA Breach in India

Indian law offers several remedies when an NDA is breached. The most immediate and effective remedy is an interim injunction under Order XXXIX of the Code of Civil Procedure, 1908, which can prevent the Receiving Party from using or further disclosing confidential information while the case is pending. Indian courts grant injunctions in NDA breach cases where the three-pronged test is satisfied: prima facie case, balance of convenience in favour of the applicant, and irreparable harm if injunction is not granted.

Damages can be claimed for actual loss suffered. If the NDA contains a valid liquidated damages clause (which is a genuine pre-estimate of loss, not a penalty), the court may award the agreed amount without requiring proof of actual loss. For breaches involving digital information, criminal remedies under Section 72A of the IT Act (imprisonment up to 3 years and/or fine up to ₹5 lakh) are also available.

Frequently Asked Questions

Is an NDA legally enforceable in India? +

Yes. An NDA (Non-Disclosure Agreement) is enforceable in India as a valid contract under the Indian Contract Act, 1872, provided it meets the essential conditions of a contract: offer, acceptance, lawful consideration, free consent, lawful object, and parties competent to contract. Courts in India have consistently upheld NDAs that are reasonable in scope, duration, and geographic extent. Overly broad NDAs — such as those purporting to last indefinitely or covering all information ever exchanged — may be partly or wholly unenforceable.

Does India have a Trade Secrets Act? +

No, India does not yet have a dedicated Trade Secrets Act or a Confidential Information Protection Act. Confidential business information is protected through a combination of contract law (NDAs), the common law doctrine of breach of confidence, and tortious liability. The Department for Promotion of Industry and Internal Trade (DPIIT) has been working on draft trade secret legislation, but as of 2026, no such law has been enacted. NDAs therefore remain the primary legal instrument for protecting confidential information in India.

What is the difference between a mutual and a one-way NDA? +

In a one-way (unilateral) NDA, only one party (the disclosing party) shares confidential information, and only the receiving party has obligations of confidentiality. This is common when a business shares sensitive details with a vendor, freelancer, or prospective employee. In a mutual (bilateral) NDA, both parties share confidential information with each other and both have reciprocal obligations. Mutual NDAs are used in joint ventures, mergers and acquisitions due diligence, and business partnerships where both sides disclose proprietary information.

Can an NDA be for an indefinite duration? +

An NDA can be drafted for an indefinite duration, but enforceability depends on the nature of the information and jurisdiction. Indian courts have generally held that indefinite restrictions on trade may be void under Section 27 of the Indian Contract Act (which prohibits agreements in restraint of trade) if they are unreasonable. For genuinely proprietary trade secrets that do not have a natural lifespan — such as a secret formula — an indefinite obligation may be reasonable. For other information, a defined duration of 3–5 years post-disclosure is the standard practice.

Do NDAs require stamp duty in India? +

Yes, NDAs are agreements that attract stamp duty under the Indian Stamp Act, 1899 (or relevant state stamp legislation). Most states classify NDAs as "agreements" and charge a nominal fixed duty (₹100–₹500). Stamp duty is paid by purchasing non-judicial stamp paper of the appropriate denomination or via e-stamping through state-authorised channels (e.g., SHCIL). An NDA on insufficient stamp paper is inadmissible in evidence in court, though it can be admitted on payment of penalty (typically up to 10 times the deficient duty).

Are digital signatures valid on NDAs in India? +

Yes. Under Section 5 of the Information Technology Act, 2000, electronic signatures (including Aadhaar-based e-sign and digital signatures issued by licensed Certifying Authorities) are legally recognised for most contracts, including NDAs. Documents that can be signed digitally include NDAs, service agreements, and employment contracts. Documents that specifically require physical signatures (like registration under Registration Act, wills, and powers of attorney) are exceptions. DigiLocker e-sign, Adobe Sign with Indian CA, and DocuSign with Aadhaar integration are commonly used.

Should employees sign a separate NDA or is an employment contract sufficient? +

Employment contracts in India typically contain confidentiality clauses, but a separate NDA provides stronger and more detailed protection. A standalone NDA clearly defines the scope of confidential information, post-employment obligations, and specific remedies for breach. It can also survive the termination of employment (which an employment clause may not clearly provide for). For employees who handle particularly sensitive information — R&D personnel, sales staff with access to customer lists, executives with access to business strategies — a separate NDA is recommended.

Can I have an NDA with a freelancer in India? +

Absolutely. NDAs with freelancers are not only possible but strongly advisable. Freelancers who access source code, business plans, client data, financial information, or trade secrets should sign an NDA before commencing work. As independent contractors, freelancers are not bound by employment laws that impose implicit duties of confidentiality on employees. A freelancer NDA should include: definition of confidential information, duration of obligations, return/destruction of deliverables, intellectual property ownership, and liquidated damages for breach.

What remedies are available for breach of an NDA in India? +

Remedies for breach of an NDA in India include: (1) Injunction — a court order preventing further disclosure or use of confidential information, available as an interim and permanent remedy under Section 37 of the Specific Relief Act; (2) Damages — compensation for actual loss suffered as a result of the breach; (3) Liquidated damages — if pre-agreed in the NDA, these can be awarded without proving actual loss, provided they are a genuine pre-estimate of damages (not a penalty); and (4) Account of profits — recovery of profits made by the breaching party from misuse of confidential information.

Do I need a lawyer to draft an NDA in India? +

For standard NDAs covering typical business scenarios (vendor relationships, freelancer engagements, employment), a well-drafted template like the one generated by this tool provides a solid foundation. However, for high-stakes situations — M&A transactions, cross-border disclosures, technology licensing, or disclosures involving regulatory data — engaging a qualified lawyer is strongly recommended. An advocate can customise clauses for the specific context, ensure compliance with sector-specific regulations, and advise on enforceability. The LegalDesk platform connects you with experienced lawyers for affordable NDA review.

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