NDA Format India — Free Mutual & One-Way NDA Template

What an NDA actually does

A non-disclosure agreement creates a contractual duty of confidence. Without one, information you share in a commercial discussion is generally not protected merely because you consider it sensitive — you would have to establish an equitable duty of confidence, which is considerably harder than pointing at a signed contract.

The agreement does three jobs: it defines what counts as confidential, it limits what the recipient may do with that information, and it sets how long the duty lasts. Everything else in a standard NDA is machinery around those three points. It is enforceable in India as an ordinary contract under the Indian Contract Act, 1872, provided it satisfies the usual requirements of a valid contract.

One limit is worth understanding at the outset: a restriction that operates as a restraint of trade can run into Section 27 of the Contract Act, which voids agreements in restraint of a lawful profession or trade. A confidentiality obligation is not itself a restraint, but an NDA that is drafted so broadly that it effectively stops the recipient working in their field starts to look like one — which is a reason to keep the definition and the purpose tight rather than maximal.

The clauses that carry the weight

Most NDAs look alike. The differences that matter commercially sit in four places.

The definition of Confidential Information

Sets the scope. Too narrow and genuinely sensitive material falls outside it; too broad and the agreement becomes impossible to comply with, because the recipient cannot treat literally everything they hear as secret. Marking-based definitions are precise but fail in practice, since nobody marks anything in a meeting — which is why the standard formulation also covers what a reasonable person would understand to be confidential.

The purpose

The most commercially important clause and the most often neglected. It is what stops the recipient using your information for something other than the deal you are discussing. Name the actual transaction; 'potential business discussions' gives them far more room than you intend.

The carve-outs

Information already public, already known, legitimately obtained elsewhere, or independently developed. Their absence is a red flag rather than a win — a recipient cannot sensibly promise to keep secret something already in the public domain, and a well-advised counterparty will refuse to sign an agreement without them.

The term

Two to five years from disclosure is the common commercial range for ordinary business information. An unreasonably long period across all information is one of the most negotiated points, and it weakens rather than strengthens your position.

Stamping, execution and the practical mechanics

Stamp duty on agreements is a state subject in India and the position varies by state, so the duty payable on the same NDA differs depending on where it is executed. An insufficiently stamped agreement can face difficulty in being admitted in evidence, which matters precisely when you need the agreement most. Check the schedule for your state — this is one of the main reasons to have the final document reviewed locally rather than treating any template as complete.

Electronic execution is generally workable: electronic records and signatures are recognised under the Information Technology Act, 2000, subject to the exclusions in its schedule. In practice most commercial NDAs are signed on an e-signature platform or exchanged as signed scans.

Sign before you disclose. An NDA signed after the information is already out has limited value in respect of what was already shared, and 'we'll paper it later' is how confidential material ends up unprotected.

Why investors will not sign your NDA

Most institutional investors decline to sign an NDA to hear a pitch, and asking can read as inexperience. The reason is structural rather than dismissive: a fund sees many companies in the same space, and signing confidentiality agreements with all of them would conflict it out of investing in any. Some also cannot practically police what each partner has seen.

The workable answer is selective disclosure rather than insistence. Your pitch — the problem, the market, the traction, the team — is not usually the sensitive part, and the specific technical detail that is sensitive can wait for a later stage of diligence, at which point a confidentiality obligation often does become negotiable.

NDAs remain entirely normal with customers, suppliers, contractors, prospective employees and partners. It is the venture-capital context specifically that is the exception.

What goes wrong

A one-way NDA where a mutual one belongs

If both sides will actually share something, a one-way agreement leaves your own team's disclosures unprotected and signals you have not thought about what you are going to be shown.

A purpose so broad it protects nothing

'Evaluating a business relationship' permits almost any use. Name the transaction.

Relying on the NDA instead of access control

An NDA constrains use; it does not prevent it. Do not send the full data room when a summary would do, because a remedy after the fact is a poor substitute for the information not having left.

No record of what was disclosed

In a dispute the hard part is rarely the agreement — it is proving what was actually handed over and when. Keep the executed copy together with a dated log of disclosures.

Using it for employees

Employment confidentiality belongs inside the employment contract, alongside IP assignment and, where appropriate, non-solicitation. A standalone NDA with an employee usually indicates the employment documents are thin.

Which NDA to use, by situation

The same core clauses work almost everywhere. What changes is who is bound and what else should sit alongside the NDA.

A vendor, partner or potential customer

Mutual. Both sides usually end up sharing something — pricing, product plans, their own processes.

A freelancer or contractor

One-way, so only they are bound. Pair it with a written assignment of the work they create, or the IP may stay with them.

An employee

Put confidentiality and IP assignment in the offer or appointment letter rather than a separate NDA, so it is part of the employment terms.

An investor

Most institutional investors will not sign one. Share selectively and keep the truly sensitive detail for later in diligence.

Three or more parties

A multilateral NDA — one agreement where every party is both discloser and recipient. Common for consortium bids and joint grant applications.

NDA vs non-compete vs non-solicit

These three are often bundled together, but Indian law treats them very differently once a relationship ends. Section 27 of the Indian Contract Act, 1872 voids agreements that restrain someone from carrying on a trade or profession, which is why a confidentiality obligation holds up far better than a promise not to compete.

What you can do if someone breaks the NDA

The most useful remedy is usually an injunction — a court order stopping further use or disclosure — which Indian courts can grant under the Specific Relief Act, 1963. Speed matters: once information is public, an injunction can no longer put it back.

You can also claim damages for the loss the breach caused under Section 73 of the Indian Contract Act, 1872. If the NDA names a sum payable on breach, Section 74 lets the court award reasonable compensation up to that sum, not automatically the full amount. Many NDAs also include an arbitration clause so disputes stay out of open court; if you want one, add it before signing.