Non-Disclosure Agreement (NDA) Format for India
A Non-Disclosure Agreement, commonly called an NDA or confidentiality agreement, is a contract under which one or more parties agree to protect confidential information disclosed for a defined purpose. Businesses commonly use NDAs before commercial negotiations, technology discussions, due diligence, joint ventures, consultancy arrangements and other dealings in which sensitive information must be shared.
Updated: 8 September 2026
What Does a Non-Disclosure Agreement Protect?
An NDA can protect identified business, commercial, technical and other proprietary information that is not intended for unrestricted public disclosure. Examples may include business plans, pricing, customer information, financial information, product plans, software-related information, designs, processes, know-how, prototypes, research, technical specifications and other information falling within the contractual definition of Confidential Information.
A mutual NDA is appropriate where both parties expect to disclose confidential information. A one-way NDA may be more suitable where only one party will disclose protected information.
The original purpose of this format is retained: it is designed for two commercial parties exchanging technical or business information while discussing a possible future business collaboration.
Sample Mutual Confidentiality and Non-Disclosure Agreement
This Mutual Confidentiality and Non-Disclosure Agreement ("Agreement") is made on ____________________ ("Effective Date").
BETWEEN
____________________ Limited, a company incorporated under the Companies Act, 2013, having its registered office at ________________________________, hereinafter referred to as the "First Party";
AND
____________________, a partnership firm / limited liability partnership / company / other legal entity having its principal office at ________________________________, hereinafter referred to as the "Second Party".
The First Party and Second Party are individually a "Party" and collectively the "Parties". A Party disclosing Confidential Information is the "Disclosing Party" and a Party receiving it is the "Receiving Party".
Purpose
The Parties wish to exchange certain confidential business and technical information solely for evaluating, discussing or carrying out the following proposed business relationship or project:
__________________________________________________________________________
__________________________________________________________________________
Terms and Conditions
1. Confidential Information. "Confidential Information" means non-public business, commercial, financial, technical, operational or other information disclosed by or on behalf of a Disclosing Party in written, electronic, oral, visual, machine-readable or other form in connection with the Purpose, which is marked or identified as confidential or which, having regard to its nature and the circumstances of disclosure, a reasonable recipient would understand to be confidential. It may include business plans, pricing, customer and supplier information, financial information, designs, processes, source materials, specifications, research, know-how, prototypes, product plans, software-related information and other proprietary material.
2. Permitted use. The Receiving Party shall use Confidential Information only for the Purpose and shall not use it for any unrelated commercial, competitive or personal purpose without the Disclosing Party's prior written consent.
3. Non-disclosure obligation. The Receiving Party shall not disclose Confidential Information to any third party except to its directors, partners, officers, employees, professional advisers, auditors, consultants, financing sources or contractors who have a genuine need to know it for the Purpose and who are bound by confidentiality obligations appropriate to the nature of the information.
4. Standard of care. The Receiving Party shall protect Confidential Information using at least reasonable care and no less than the care it ordinarily uses to protect confidential information of a similar nature belonging to itself.
5. Exclusions. The confidentiality and non-use obligations do not apply to information that the Receiving Party can demonstrate: (a) was lawfully known to it without confidentiality restriction before disclosure; (b) becomes publicly available other than through breach of this Agreement; (c) is lawfully received from a third party without a known duty of confidentiality; (d) is independently developed without use of the Disclosing Party's Confidential Information; or (e) is released from restriction by the Disclosing Party's written authorization.
6. Required disclosure. If disclosure is required by applicable law, regulation, court order or direction of a competent governmental or regulatory authority, the Receiving Party may disclose only the portion legally required. To the extent legally permitted and reasonably practicable, it shall give prompt written notice to the Disclosing Party so that protective measures may be considered.
7. Personal data. Where Confidential Information contains digital personal data, each Party shall process such personal data only for lawful purposes and shall comply with the Digital Personal Data Protection Act, 2023, the Digital Personal Data Protection Rules, 2025 and other applicable data-protection requirements to the extent those provisions are in force and applicable to that Party, data and processing activity.
8. Security incident. The Receiving Party shall promptly inform the Disclosing Party after becoming aware of unauthorized access, acquisition, use, loss or disclosure of Confidential Information where the incident is material to the Disclosing Party or where notification is required by applicable law. The Parties shall reasonably cooperate in mitigating the consequences of the incident.
9. Reverse engineering. Except to the extent expressly permitted by applicable law or prior written agreement, the Receiving Party shall not reverse engineer, decompile, disassemble or otherwise analyze prototypes, samples, software or tangible materials supplied as Confidential Information for a purpose outside the agreed Purpose.
10. Ownership and intellectual property. All Confidential Information remains the property of the Disclosing Party or its lawful owner. No patent, copyright, trade mark, design, know-how or other intellectual-property right is transferred or licensed except for the limited right to use Confidential Information for the Purpose.
11. Return or destruction. Upon written request or termination of discussions, the Receiving Party shall, subject to applicable law and bona fide record-retention requirements, return or securely destroy Confidential Information and copies under its control. Archival or backup copies that cannot reasonably be removed immediately shall remain protected under this Agreement and shall not be used for another purpose.
12. No obligation to proceed. Nothing in this Agreement obligates either Party to disclose any information, enter into any transaction, place any order, provide any service or continue negotiations.
13. No warranty. Unless otherwise agreed in writing, Confidential Information is supplied for evaluation in connection with the Purpose without any representation that it is complete or fit for a particular purpose. Nothing in this clause excludes liability that cannot lawfully be excluded.
14. Confidentiality period. The obligations under this Agreement shall apply during the term of the Agreement and for ______ years after termination or the relevant disclosure, as the Parties specify. Information that continues to have the character of a protectable trade secret or confidential information may require a longer or differently structured obligation where lawful and appropriate.
15. Term and termination. This Agreement begins on the Effective Date and continues for ______ years unless terminated earlier by either Party on ______ days' written notice. Termination does not release a Party from confidentiality, non-use, return or destruction obligations that are expressed to survive termination.
16. Remedies. The Parties acknowledge that unauthorized disclosure or use of Confidential Information may cause harm for which monetary compensation alone may be inadequate. Subject to applicable law and the discretion of the competent court, an affected Party may seek injunctive or other specific relief in addition to damages or other remedies available for breach.
17. No restraint beyond confidentiality. This Agreement is intended to protect Confidential Information and restrict its unauthorized use or disclosure. It does not by itself prohibit a Party from carrying on a lawful profession, trade or business, competing generally, or independently developing products or services without using the other Party's Confidential Information.
18. Export and regulatory compliance. Each Party shall comply with applicable Indian export-control, sanctions, technology-transfer and other regulatory requirements before exporting or transferring controlled technical data or material. No clause in this Agreement authorizes an act prohibited by law.
19. Entire agreement and amendments. This Agreement constitutes the entire understanding between the Parties concerning confidentiality for the Purpose and supersedes prior communications on that subject, unless another written agreement expressly provides otherwise. Any amendment must be in writing and signed or otherwise validly executed by both Parties.
20. Assignment. Neither Party may assign this Agreement or the rights and obligations under it except with the other Party's prior written consent, provided that the Parties may separately specify permitted assignments arising from merger, restructuring or transfer of business.
21. Severability and waiver. If any provision is held unenforceable, it shall be read down or severed to the extent legally permissible without affecting the remaining provisions. Failure or delay in enforcing a right is not a waiver of that right.
22. Electronic execution. This Agreement may be executed in counterparts and, where legally permissible, through electronic records and electronic signatures recognized under applicable law.
23. Governing law and jurisdiction. This Agreement shall be governed by the laws of India. Subject to any valid dispute-resolution clause inserted below, courts at ____________________, India shall have jurisdiction in accordance with applicable law.
24. Optional dispute-resolution clause. The Parties may insert a properly drafted arbitration clause here if they intend disputes under this Agreement to be resolved by arbitration. If no arbitration clause is inserted, disputes shall be dealt with by the competent courts in accordance with the preceding clause.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date.
By: ____________________
Name: ____________________
Designation: ____________________
Date: ____________________
By: ____________________
Name: ____________________
Designation: ____________________
Date: ____________________
Relevant Indian Laws for Confidentiality Agreements
Indian Contract Act, 1872 - Section 10
Section 10 sets out the basic requirements for agreements to become contracts, including free consent of competent parties, lawful consideration and lawful object, subject to the other requirements of law. An NDA should therefore be drafted as a clear contractual obligation accepted by parties legally capable of contracting.
Indian Contract Act, 1872 - Sections 73 and 74
Section 73 deals with compensation for loss or damage caused by breach of contract. Section 74 addresses compensation where a contract names a sum to be paid on breach or contains a penalty stipulation. An NDA should not assume that merely inserting a large fixed amount automatically guarantees recovery of that amount.
Indian Contract Act, 1872 - Section 27
Section 27 concerns agreements in restraint of trade. A confidentiality clause should be drafted to protect information and prevent misuse rather than operate as an unnecessarily broad prohibition on lawful employment, profession, trade or competition.
Specific Relief Act, 1963 - Injunctive Relief
Sections 36 to 42 contain provisions concerning preventive relief and injunctions. Depending on the facts and legal requirements, a party facing threatened or continuing misuse of confidential information may seek appropriate injunctive relief from a competent court. The availability of an injunction is not automatic merely because the NDA states that one may be sought.
Information Technology Act, 2000 - Electronic Records and Signatures
Sections 4 and 5 provide legal recognition to electronic records and electronic signatures subject to the statutory requirements. This supports electronic contracting where the method of execution satisfies applicable law.
Confidential Information Containing Personal Data
An NDA and a data-protection arrangement perform different functions. An NDA controls contractual confidentiality between the parties, while data-protection law may impose independent statutory obligations when digital personal data is processed.
The Digital Personal Data Protection Act, 2023 provides India's central statutory framework for processing digital personal data. The Digital Personal Data Protection Rules, 2025 were notified in November 2025 with phased commencement. Because different provisions become effective on different dates, parties should assess which provisions are in force and applicable at the time of the relevant processing rather than relying on the NDA alone.
Where substantial personal data will be exchanged, the Parties should consider whether a separate data-processing or data-sharing agreement is needed in addition to the NDA.
Important NDA Drafting Points
- Define the Purpose narrowly enough to control how disclosed information may be used.
- Define Confidential Information clearly and include reasonable exclusions for public, previously known, independently developed and lawfully obtained information.
- Specify who within the Receiving Party may access the information on a genuine need-to-know basis.
- Use an appropriate confidentiality period rather than leaving duration uncertain.
- Address compelled disclosure by courts, regulators and other lawful authorities.
- Provide a practical return-or-destruction mechanism and account for backups and legally required retention.
- Deal separately with personal data, intellectual-property rights, cybersecurity incidents and controlled technical information where relevant.
- Avoid turning a confidentiality agreement into an unnecessarily broad non-compete restriction.
- State governing law, jurisdiction and, if desired, a properly drafted arbitration clause.