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Legal Documents

NDA Format India: Non-Disclosure Agreement for Indian Businesses

By Content Admin • Updated September 2026 • 6 min read

A Non-Disclosure Agreement (NDA) is one of the most commonly executed business documents in India — used before investor meetings, vendor onboarding, product discussions, and employee hiring. But many NDAs circulating online are poorly drafted and fail to protect the disclosing party when needed. This guide explains what belongs in an enforceable Indian NDA and what to watch out for.

Key Takeaways

  • An NDA is a legally binding contract under the Indian Contract Act 1872.
  • Mutual NDA: both parties share and protect information. Unilateral NDA: only one party discloses.
  • Must clearly define what “Confidential Information” includes — vague definitions are hard to enforce.
  • Stamp duty applies to NDAs in some states — ₹100 to ₹500 depending on state.
  • Trade secret obligations can be indefinite; general business information obligations are typically 2–5 years.

What is an NDA and when is it used in India?

An NDA (Non-Disclosure Agreement) — also called a Confidentiality Agreement — is a legal contract where one or both parties agree not to disclose specific information shared between them. Common situations where an NDA is used in India:

  • Startup investor meetings — founders share business plans and financial projections
  • Vendor and supplier onboarding — companies share internal processes and pricing data
  • Employment — employers require employees to keep customer lists, trade secrets, and business information confidential
  • Merger and acquisition discussions — both companies share financial and operational data
  • Freelancer and contractor agreements — external parties are given access to proprietary systems or source code

What are the types of NDAs used in Indian business?

Type Who Is Bound Best Used For
Unilateral (One-Way) NDA Only the Receiving Party Employee NDAs, vendor onboarding, investor presentations
Mutual (Two-Way) NDA Both parties bound equally M&A discussions, partnerships, joint ventures
Multilateral NDA Three or more parties Consortium bids, multi-party projects

What are the essential clauses in an Indian NDA format?

  1. Parties: Full legal names, addresses, and entity type (individual/company/LLP) of both Disclosing Party and Receiving Party
  2. Definition of Confidential Information: Specific list or description of what is considered confidential — the broader the better, as courts interpret ambiguous NDAs narrowly
  3. Obligations of the Receiving Party: Not to disclose, copy, use for other purposes, or allow unauthorised access
  4. Permitted Disclosures: To employees on a need-to-know basis, who must themselves be bound by confidentiality
  5. Exclusions from Confidentiality: Already-public information, independently developed information, and legally compelled disclosures
  6. Duration: When the obligation starts (date of signing or first disclosure) and when it ends
  7. Return or Destruction of Information: What happens to documents and copies at termination of the agreement
  8. Remedies for Breach: Right to injunction and damages (monetary remedy is often insufficient; parties should specify injunctive relief is available)
  9. Governing Law and Jurisdiction: Indian law; specify which city’s courts have jurisdiction

What information is typically excluded from NDA coverage?

Standard NDAs exclude the following from confidentiality obligations — information that:

  • Was already publicly available when disclosed (not through the Receiving Party’s breach)
  • Was already in the Receiving Party’s possession before disclosure
  • Was independently developed by the Receiving Party without using the disclosed information
  • Is required to be disclosed by law, regulation, or court order (with prompt notice to the Disclosing Party)
  • Was received from a third party without any obligation of confidentiality

Does an NDA need stamp duty and registration in India?

Stamp Duty: NDAs must be executed on stamp paper. The stamp duty varies by state — typically ₹100 to ₹500 for an agreement. An unstamped NDA can be admitted in court proceedings only after paying the deficit stamp duty and penalty, so always execute on proper stamp paper.

Registration: NDAs do not need to be registered under the Registration Act 1908, unless they relate to immovable property. An unregistered NDA is fully enforceable in India.

How is an NDA enforced if breached in India?

If a party breaches an NDA, the Disclosing Party can:

  • File a civil suit for breach of contract under the Indian Contract Act — claiming damages and/or an injunction
  • Apply for an interim injunction under Order 39 of the CPC to prevent further disclosure
  • Seek specific performance in limited circumstances

An NDA that specifies a pre-agreed penalty amount (liquidated damages) for breach strengthens the Disclosing Party’s position in court, as it removes the need to prove actual loss.

How can Tradeviser help you draft a proper NDA?

Tradeviser prepares customised NDAs for startups, businesses, and professionals — tailored for your specific use case (employee NDA, investor NDA, vendor NDA, M&A NDA) and executed on proper stamp paper for enforceability.

Get a Legally Enforceable NDA

Tradeviser drafts customised NDA agreements for Indian businesses — investor, vendor, employee, and mutual NDAs — with stamp paper execution included.

Draft Your NDA Now

Frequently Asked Questions

Is an NDA legally valid in India?

Yes — an NDA is a contract under the Indian Contract Act 1872. Courts enforce NDA obligations through damages and injunctions.

What is the difference between a unilateral and mutual NDA?

Unilateral: only one party is bound to keep information secret. Mutual: both parties are bound — used when both sides share confidential information.

How long should an NDA last in India?

Typically 2–5 years for general business information; trade secret obligations can be made indefinite.

Can an NDA be enforced in Indian courts?

Yes — through civil suits for breach of contract, seeking damages and interim/permanent injunctions.

What is the standard NDA format in India?

Parties → definition of confidential information → obligations → exclusions → duration → return of information → remedies → governing law.