NDA (Non-Disclosure Agreement) — What to Include, What's Enforceable in India
An NDA protects your business information before you share it — with vendors, hires, investors or collaborators. The essentials: a precise definition of confidential information, permitted use, term (2–5 years typical), exclusions, and remedies including injunctions. Confidentiality clauses are enforceable in India; blanket non-competes after termination generally are not (Section 27, Contract Act).
कायदेशीर मुदती
- Always — Sign before disclosure (NDAs do not work retroactively)
- 2–5 years — Term of confidentiality (trade secrets: perpetual carve-out)
- Immediately — Breach: act fast (injunctions reward speed)
- On termination — Return/destroy information (certificate of destruction clause)
पायरी-पायरीने: काय करावं
- 1
Define "confidential information" precisely
Too broad = unenforceable; too narrow = unprotected.
तपशील पहा
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
Choose mutual or one-way, and the permitted use
The information may be used ONLY for the stated purpose.
तपशील पहा
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
Know the Indian enforceability lines
Confidentiality: yes. Post-term non-compete: mostly no.
तपशील पहा
आम्ही हे तुमच्यासाठी करतो — ₹499Indian 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.
- 4
Remedies and execution mechanics
Injunction clause, damages, arbitration, and proper signing.
तपशील पहा
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.
खर्च आणि काय अपेक्षित
- ₹499
NDA drafting
WakilBhai; mutual or one-way
- ₹100–500
Stamp duty
State-wise agreement stamping
- Free
Free basic template
Our NDA template for simple cases (below)
- ₹999 + ₹299
Breach response (notice + strategy)
Cease-and-desist + consultation
An NDA is deterrence plus a litigation foundation — pair it with practical controls (access limits, watermarks, need-to-know sharing), because the best trade-secret case is the leak that never happened.
या अडचणीसाठी मोफत नमुने
वारंवार विचारले जाणारे प्रश्न
Are NDAs actually enforceable in India?
Yes — confidentiality obligations are ordinary contract terms, enforced through injunctions and damages; Indian courts routinely restrain ex-employees and counterparties from using trade secrets. What fails is the overreach: post-termination non-competes and definitions so broad they restrain trade rather than protect information.
How long should an NDA last?
Two to five years for general business information; genuine trade secrets (formulas, source code) deserve a carve-out lasting as long as the information stays secret. Perpetual terms for everything look unreasonable and invite reading-down — tier the durations by information type.
Someone breached my NDA. What do I actually do?
Move in this order, fast: preserve evidence of the breach (emails, the leaked material, witnesses), advocate's cease-and-desist notice, then interim injunction — via Section 9 Arbitration Act if you have an arbitration clause, else civil court — plus damages/account of profits. Speed matters; months of inaction undermines the "irreparable harm" injunctions require.
Do investors sign NDAs before a pitch?
VCs almost never do — they see too many similar decks and refuse liability. Protect yourself instead by staging disclosure: pitch the what, hold back the how (code, formulas, unit economics detail) until term-sheet stage, and watermark materials. NDAs are for vendors, hires, manufacturers and acquirers — not first pitches.
Is a scanned/e-signed NDA valid?
Yes — electronic execution is recognised under the IT Act, and courts accept e-signed agreements; keep the signing trail (emails, e-sign certificates). Stamp duty compliance still applies for use in evidence, and can be regularised by adjudication if missed.
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हे पृष्ठ फक्त सर्वसामान्य माहितीसाठी नेहमीची कायदेशीर प्रक्रिया समजावतं. हा कायदेशीर सल्ला नाही. तुमच्या परिस्थितीसाठी पात्र वकिलाचा सल्ला घ्या.