NDA (Non-Disclosure Agreement) — What to Include, What's Enforceable in India

કાનૂની સમયમર્યાદા

પગલું-દર-પગલું: શું કરવું

1. 1

   Define "confidential information" precisely

   Too broad = unenforceable; too narrow = unprotected.

   વિગતો જુઓ→

   List what is actually being protected: customer lists, pricing, source code, formulas, business plans, financials — and mark whether oral disclosures count (require written confirmation within days for provability). Include standard exclusions: information already public, independently developed, or lawfully received from others. Courts enforce specific, reasonable definitions; "everything ever discussed" invites the agreement being read down.

2. 2

   Choose mutual or one-way, and the permitted use

   The information may be used ONLY for the stated purpose.

   વિગતો જુઓ→

   A one-way NDA fits vendors and hires receiving your information; a mutual NDA fits partnerships and M&A talks. The heart is the purpose clause: information may be used solely for evaluating/performing the stated engagement — using your client list to poach clients breaches even without "disclosure". Add non-solicitation of clients/staff during the term (reasonable restraints operating during a contract are enforceable).

3. 3

   Know the Indian enforceability lines

   Confidentiality: yes. Post-term non-compete: mostly no.

   વિગતો જુઓ→

   Indian courts enforce confidentiality and trade-secret protection through damages and — critically — injunctions restraining use/disclosure. But Section 27, Contract Act voids agreements restraining lawful trade: a blanket "shall not work in this industry for 2 years after leaving" is generally unenforceable against employees, while confidentiality itself survives termination. Draft to protect information, not to imprison people — that distinction is what survives court.

   અમે આ તમારા માટે કરીએ છીએ — ₹499 →
4. 4

   Remedies and execution mechanics

   Injunction clause, damages, arbitration, and proper signing.

   વિગતો જુઓ→

   Provide expressly for injunctive relief (acknowledging damages are inadequate), damages/account of profits, arbitration with interim-relief carve-out (Section 9 Arbitration Act lets you rush to court for injunctions), governing law and jurisdiction. Execute on ₹100–500 stamp paper (state-wise) with signatures of authorised signatories. On breach: preserve evidence, send the cease-and-desist through an advocate, and move for interim injunction fast — delay is the enemy of secrecy remedies.

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