Mutual or one-sided confidentiality agreement to protect business ideas, trade secrets, and proprietary information.
Civil court where breach occurred or where contract was to be performed.
3 years from date of breach — Limitation Act 1963. Apply for injunction immediately on breach.
This coverage is provided by a practicing advocate. Specific sections cited depend on the facts you provide during drafting.
A Non-Disclosure Agreement (NDA) is a legally binding contract between two or more parties under which one or both parties agree to keep specified information confidential and not disclose it to third parties. NDAs are fundamental to business relationships — protecting trade secrets, business strategies, client lists, technical know-how, financial data, and other proprietary information shared during negotiations, employment, or collaborations.
Use an NDA before sharing sensitive business information with: potential investors or partners during due diligence, employees who will have access to trade secrets, vendors or contractors working on proprietary projects, potential acquirers or merger partners, or anyone with whom you are in pre-contractual negotiations. Also use a bilateral NDA when both parties are sharing confidential information with each other.
NDAs are governed by the Indian Contract Act, 1872 — they must satisfy requirements of a valid contract: offer, acceptance, consideration, and free consent. Trade secrets are protected under the common law doctrine of breach of confidence and, increasingly, under the Competition Act, 2002. The Information Technology Act, 2000 provides additional protection for digital confidential information. Section 27 of the Indian Contract Act restricts enforcement of post-employment non-compete clauses but NDAs themselves are enforceable.
Breach of an NDA allows the disclosing party to: seek an immediate injunction to stop further disclosure, claim liquidated damages as specified in the NDA, claim actual damages for proven financial loss caused by the breach, and in some cases, pursue criminal action for theft of trade secrets under Section 406 IPC (criminal breach of trust).
A one-way (unilateral) NDA has only one party obligated to maintain confidentiality — used when only one party shares confidential information (e.g., company with a vendor). A two-way (bilateral) NDA requires both parties to maintain confidentiality — used when both parties share sensitive information with each other.
The duration depends on the nature of the information. For trade secrets and proprietary technology, perpetual or long-term NDAs (5–10 years) are common. For business negotiations that do not result in a deal, 2–3 years is typical. Employment NDAs often last for 2–5 years post-employment.
No. Once information enters the public domain through no breach by the receiving party, the NDA obligation ceases for that specific information. The NDA continues to protect other confidential information not yet in the public domain.
Yes. An NDA is enforceable through: injunctions (civil courts can grant urgent injunctions to prevent further disclosure), damages claims, and arbitration (if the NDA has an arbitration clause). Registration of an NDA is not required for its enforceability.
NDAs should not prohibit disclosure of illegal activities to authorities (this would be unlawful). They also cannot prevent employees from discussing wages or working conditions with colleagues (which may be protected under labour laws). Post-employment non-compete clauses are largely unenforceable in India under Section 27 ICA.
Yes — the confidentiality obligation under an NDA can and should survive termination of employment. However, non-compete clauses (preventing working for competitors) post-employment are generally unenforceable in India as restraints of trade under Section 27 of the Indian Contract Act.
A standard of care clause specifies the level of care the receiving party must take to protect the confidential information — typically 'at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care.' This sets the benchmark for liability in case of inadvertent disclosure.
Well-drafted NDAs cover information shared verbally if: it is identified as confidential at the time of disclosure and confirmed in writing within a specified period (e.g., 10 days). Without such provisions, proving that verbal information was covered by the NDA can be difficult.
Please confirm all of the following before proceeding with your NDA document:
Please confirm all eligibility conditions above to proceed. If you are unsure about any point, you may not be eligible for this type of notice.