Corporate and Compliance
Non-Disclosure Agreements (NDAs) in India: A Practical Guide for Businesses
By ATTPL Legal Editorial Team · · 2 min read
How to use NDAs in India — one-way vs mutual, what to include, enforceability under the Contract Act, employee and vendor NDAs, and common mistakes to avoid.
Why an NDA matters
Businesses share sensitive information every day — pricing, product designs, customer lists, source code, business plans. A non-disclosure agreement (NDA) sets clear rules on how that information can be used and protects you if it leaks. NDAs are routine before investor talks, vendor onboarding, joint ventures, M&A discussions and when hiring staff with access to confidential data.
One-way or mutual?
A one-way (unilateral) NDA protects information flowing from one party to the other — for example, from a company to a contractor. A mutual NDA is used when both sides will share information, as in partnership or acquisition talks. Choose the form that reflects the real flow of information; a one-sided document in a two-way discussion leaves you exposed.
Clauses every NDA should have
- A clear definition of confidential information, including oral and electronic disclosures
- Standard exclusions: information already public, already known, independently developed or lawfully received from others
- Permitted purpose and permitted recipients (need-to-know employees and advisers)
- Duration of confidentiality obligations, often longer than the discussion period
- Return or destruction of information at the end
- Remedies, including the right to seek an injunction, governing law and dispute resolution
If personal data is shared, align the NDA with the Digital Personal Data Protection Act, 2023 and its rules.
Are NDAs enforceable in India?
Yes. NDAs are contracts under the Indian Contract Act, 1872, and courts can grant injunctions under the Specific Relief Act, 1963 to prevent misuse. However, section 27 of the Contract Act makes agreements in restraint of trade void, so post-employment non-compete clauses are generally not enforced, while genuine confidentiality obligations usually are. Draft NDAs to protect information, not to stop people from working.
Stamp the agreement as required by the applicable state stamp law, keep signed copies, and record what information was actually shared.
Common mistakes
- Using a generic template that does not fit the deal
- Defining confidential information so widely that it becomes unclear
- No end date or no survival clause
- Sharing information before the NDA is signed
- Not training staff on what the NDA requires
Our guide on employment bonds, notice periods and non-competes explains related employment issues.
Getting it right
A well-drafted NDA is short, specific and practical. ATTPL Legal drafts and reviews NDAs and commercial contracts, and ATTPL Consultancy supports startups preparing for investor conversations. For group-wide contract governance, contact ATTPL HOLDCO.
Frequently asked questions
Is a non-compete clause in an NDA valid in India?
Post-employment non-compete clauses are generally void under section 27 of the Contract Act, but confidentiality obligations are usually enforceable.
How long should an NDA last?
It depends on the information. Many NDAs keep confidentiality for two to five years after disclosure; trade secrets may need longer protection.
Does an NDA need stamp duty?
Yes, agreements should be stamped as per the applicable state stamp law.
Sources and further reading
This article is general legal information, not legal advice. Consult a qualified lawyer for your specific agreement.