Non-Disclosure Agreement (NDA)
Protect your confidential information before sharing with investors, employees, or vendors
What is Non-Disclosure Agreement (NDA)?
A professionally drafted NDA protects your trade secrets, product roadmaps, and financial data when you share them with investors, co-founders, contractors, or potential partners. We draft, review, and help you execute the right form — unilateral or mutual — for your specific situation.
An NDA (also called a Confidentiality Agreement) is the first line of legal protection when you share sensitive business information outside your organisation. Startups need them before investor pitches, technical demonstrations, white-label discussions, and onboarding key contractors. A well-drafted NDA clearly defines what is confidential, who is bound, for how long, and what happens on breach — giving you a credible basis to seek an injunction or damages if information leaks. In India, NDAs are governed by the Indian Contract Act, 1872, and are enforceable in courts. They are usually executed on stamp paper (amount varies by state) to reinforce evidentiary standing, though an unstamped NDA is still a valid contract.
Who Needs Non-Disclosure Agreement (NDA)?
Founders sharing an idea or product with potential investors, employees about to access source code or customer data, businesses engaging contractors or vendors with access to proprietary processes, and any party entering a white-label or technology-transfer discussion.
What's Included
- Clearly defined confidential information scope — no vague catch-alls that courts may strike down
- Appropriate term: typically 2–3 years from disclosure or end of discussions
- Mutual or unilateral version drafted to match the flow of information
- Exclusions drafted correctly (publicly available info, independently developed, required disclosure)
- Jurisdiction and governing law clause aligned to your location
⚠️ Penalty for Non-Compliance
An NDA has no statutory penalty for not having one, but without it you have no contractual basis to stop misuse of confidential information or to claim damages in court.
How It Works
- 1
Brief the team
Share the counterparty details, the purpose of the disclosure, and any specific terms already agreed.
- 2
Draft review
We draft the NDA (unilateral or mutual) and walk you through the key clauses before you share it.
- 3
Negotiation support
If the other party marks up the draft, we review their changes and flag anything that weakens your protection.
- 4
Execution
The signed NDA is executed on stamp paper (value varies by state) and both parties receive a copy.
Documents Required
Items marked Required are mandatory; others are situational.
Party details
- Full legal name and address of both partiesRequired
- Purpose of the disclosureRequired
Terms
- Preferred confidentiality period
- Specific exclusions or carve-outs
- Jurisdiction preference
Fees & Pricing
Fees
Government filing fee
NDAs do not require any government registration
Stamp paper (procured by you)
Amount varies by state — typically between ₹100 and ₹500
Professional drafting fee
Quoted after a brief on the parties and purpose
* Government fees may vary. GST applicable on professional fees. Final pricing confirmed after review.
Frequently Asked Questions
Do I need an NDA before every investor meeting?
Before sharing detailed financials, source code, or proprietary technology with any investor or accelerator, yes. For early exploratory calls where you share only a high-level pitch deck, the risk is lower.
Is an NDA signed electronically valid in India?
Yes. Electronic signatures under the Information Technology Act, 2000, are valid. However, for stamp duty compliance and evidentiary strength, NDAs are usually executed on stamp paper.
What is the difference between a unilateral and a mutual NDA?
A unilateral NDA binds only one party (the recipient) to keep information confidential. A mutual NDA binds both parties — used when information flows in both directions, such as in a partnership or JV negotiation.
Can I enforce an NDA if the other party leaks information?
Yes — an NDA gives you a contractual basis to seek injunctive relief and damages. The strength of enforcement depends on how clearly the confidential information is defined.
How long should an NDA last?
Two to three years from the date of disclosure is standard for most business NDAs. For very sensitive technical information a longer or indefinite term for specific trade secrets may be negotiated.
Should an NDA be on stamp paper?
An unstamped NDA is still a valid contract under the Indian Contract Act, but it may not be admissible in court as evidence without paying the deficit stamp duty and penalty.
Detailed guides for Non-Disclosure Agreement (NDA)
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