- Commercial Contract Drafting, Review & Negotiation
- Master Service & Service Agreements
- Vendor, Supplier & Procurement Agreements
- Consultancy & Independent Contractor Agreements
- Agency, Distribution & Franchise Agreements
- Non-Disclosure & Confidentiality Agreements
- MoUs, Term Sheets & Letters of Intent
- Corporate Structuring & Governance
- Shareholders' Agreements
- Share Purchase Agreements
- Share Subscription & Investment Agreements
- Joint Venture & Strategic Collaboration Agreements
- Partnership & LLP Agreements
- Founders' Agreements
Non-Disclosure & Confidentiality Agreements
A non-disclosure agreement (NDA) is a contract in which a person who receives confidential information promises not to disclose it or use it for anything other than an agreed purpose. NDAs are enforceable in India under the Indian Contract Act, 1872, and a court can restrain a breach by injunction and award damages.
India has no separate statute on trade secrets, so confidential business information is protected mainly by contract and by the courts’ rules on breach of confidence. That makes the wording of the NDA, and the evidence of what was actually disclosed, more important than in countries with a trade secrets law.
When you need it
Before sharing a business plan or product
Discussions with investors, partners, buyers or manufacturers usually involve information that should not go further.
Before a vendor or consultant gets access
Anyone given access to systems, customer data, pricing or source code should be bound first.
During a sale or investment
Due diligence exposes contracts, financials and employee details to the other side and its advisers.
When you are asked to sign one
An NDA written by the other side can be one-sided, last indefinitely or include terms that are not about confidentiality at all.
When employees handle sensitive information
Confidentiality terms belong in the employment contract and should continue after the person leaves.
How the process works
Four stages. A standard NDA is quick; the thought goes into the definition and the purpose.
- 1
Understand what is being shared, and why
A short call or emailIdentify the information, who is disclosing it, who will receive it and for what purpose. This decides whether the NDA should be one-way or mutual, and how tightly the purpose is defined.
Documents
- A description of the discussion or project
- The other side’s draft, if any
- 2
Draft or review
Commonly one to three working daysSet the definition of confidential information and its exceptions, the permitted purpose, who else may see the information, the standard of care, the duration, return or destruction, and the remedies.
- 3
Stamp and sign
Before disclosurePay the stamp duty that applies to an agreement in the state where it is signed, and have it signed by people with authority, before any information is shared.
- 4
Keep a record of what was disclosed
Throughout the discussionsMark documents as confidential, share them through a channel that keeps a record and note what was said in meetings. Proving a breach depends on showing what was disclosed and when.
Common questions
Yes. It is an ordinary contract under the Indian Contract Act. A confidentiality obligation is not a restraint of trade under section 27, because it stops the misuse of information and not the carrying on of a business.
The parties, a definition of confidential information, the purpose for which it may be used, the exceptions, who it may be shared with, how long the obligations last, return or destruction of the information, and the governing law and forum for disputes.
Standard exceptions are information that is already public, that the recipient already knew, that it receives lawfully from someone else, that it develops independently, and that it is required to disclose by law or a court.
Commonly two to five years from disclosure for commercial information. Trade secrets, such as formulas or source code, are usually protected for as long as they remain secret. An unlimited term for all information is harder to justify.
In a one-way NDA only one party discloses and the other is bound. In a mutual NDA both disclose and both are bound by the same terms. A mutual NDA is usually easier to agree.
It should be stamped as an agreement under the stamp law of the state where it is signed, which is usually a small fixed amount paid by e-stamp. An unstamped NDA cannot be relied on as evidence until the duty and penalty are paid.
The disclosing party can apply to a court for an injunction to stop further disclosure or use, and claim damages for the loss. Speed matters, because an injunction is of little use once the information is widely known.
No. A clause that bars a person from working for a competitor after the relationship ends is a restraint of trade and void under section 27. The NDA can still stop them using or disclosing the confidential information.
Related
To discuss an NDA, write to info@ireniclegal.com or call +91 96547 47331. Written by Adv. Kanika Marwaha Bindal; last updated 7 October 2026.