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Non-Disclosure Agreement (NDA) Format & Template
Non-Disclosure Agreement (NDA) is a guided template for recording relevant details and terms in writing. Review the document-specific execution and legal requirements before relying on a final PDF.
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What you can set in this draft
- Mutual or one-way NDA
- Definition of confidential info
- Non-use obligations
- Return of materials
- Remedies for breach
About this Non-Disclosure Agreement (NDA)
A Non-Disclosure Agreement (NDA) is one of the most widely used contracts in Indian business, and for good reason: almost every commercial relationship — hiring an employee, pitching to an investor, engaging a vendor, discussing a partnership, or onboarding a contractor — involves sharing information that one party would not want made public or handed to a competitor. This NDA is designed to protect exactly that kind of confidential business, technical, financial, or personal information whenever it moves between two parties, whether that is a company and an individual, two companies, or a founder and a prospective co-founder or investor.
The agreement can be structured as either a one-way (unilateral) NDA, where only one party is disclosing sensitive information, or a mutual NDA, where both sides are exchanging confidential material and both need protection. This flexibility makes it suitable for a wide range of situations: due diligence before a funding round, technical discussions before a partnership, sharing customer data with a service provider, or protecting internal processes when onboarding new staff.
At its core, the NDA does three things. First, it defines precisely what counts as "confidential information" so there is no ambiguity about what is protected. Second, it sets out the obligations of the receiving party — primarily, that the information can only be used for the agreed purpose and must not be disclosed to anyone outside the agreement without consent. Third, it fixes a duration for these obligations and describes what happens to the information (return or destruction) once the relationship or discussion ends.
In the Indian context, NDAs are contracts governed by the general law of contract, and their effect depends on clear terms, consideration, genuine consent, and the facts of the particular arrangement. A written NDA can help parties record confidentiality expectations before sensitive conversations with a client, vendor, or employee.
Because confidentiality breaches are often difficult to detect and even harder to value in monetary terms, a well-drafted NDA also matters as a deterrent — the mere existence of a clear, signed agreement discourages casual or opportunistic misuse of information, and gives the disclosing party a documented basis to act quickly if a breach does occur.
Your next step
Start the guided draft
- 1. Answer the guided questions.
- 2. Review the watermarked draft.
- 3. See available checkout and signing options.
- Format
- Signing
- Not required
Template teaser preview
Watermarked template teaser only. It is not your completed document or saved draft.
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Advantages of using this non-disclosure agreement (nda)
- Creates a clear, written boundary around what information is confidential and what is not
- Works for one-way or mutual disclosure situations without needing a separate template for each
- Gives the disclosing party a documented basis to seek an injunction or damages if information is misused
- Builds trust with investors, clients, and partners by showing you take confidentiality seriously
- Covers practical details like return or destruction of materials once the engagement ends
- Reduces the risk of proprietary business, technical, or customer information leaking to competitors
- Can be signed quickly at the start of a relationship, before deeper commercial terms are finalised
What this document covers
- Details of the disclosing party and receiving party (individuals or companies)
- Whether the NDA is one-way or mutual
- A definition of what counts as confidential information, and any exclusions (e.g. information already public)
- The specific purpose for which the confidential information may be used
- Obligations of non-use and non-disclosure to third parties
- Duration of confidentiality — both during and after the relationship ends
- Provisions for return or destruction of documents and materials
- Ownership of intellectual property shared or discussed during the engagement
- Remedies available to the disclosing party in case of a breach, including injunctive relief
Applicable laws
This NDA is a contract under the Indian Contract Act, 1872, and is enforceable so long as it satisfies the essentials of a valid contract — free consent, lawful consideration, and lawful object. Where the agreement deals with digital or electronic records, provisions of the Information Technology Act, 2000 may also be relevant. An NDA does not typically require compulsory registration under the Registration Act, 1908, since it does not create or transfer an interest in immovable property, but parties sometimes choose to have it notarised for added evidentiary weight, and stamping requirements can vary depending on the state in which it is executed.
You can tailor the definition of confidential information, the duration of the obligations, and the remedies clause to match the sensitivity of your specific engagement, then reuse the same template for future counterparties.
Frequently asked questions
What is a Non-Disclosure Agreement (NDA) used for?
A Non-Disclosure Agreement (NDA) is one of the most widely used contracts in Indian business, and for good reason: almost every commercial relationship — hiring an employee, pitching to an investor, engaging a vendor, discussing a partnership, or onboarding a contractor — involves sharing information that one party would not want made public or handed to a competitor. This NDA is designed to protect exactly that kind of confidential business, technical, financial, or personal information whenever it moves between two parties, whether that is a company and an individual, two companies, or a founder and a prospective co-founder or investor.
What does a Non-Disclosure Agreement (NDA) typically cover?
A Non-Disclosure Agreement (NDA) typically covers Details of the disclosing party and receiving party (individuals or companies), Whether the NDA is one-way or mutual, A definition of what counts as confidential information, and any exclusions (e.g. information already public), The specific purpose for which the confidential information may be used, Obligations of non-use and non-disclosure to third parties, Duration of confidentiality — both during and after the relationship ends, Provisions for return or destruction of documents and materials, Ownership of intellectual property shared or discussed during the engagement, and Remedies available to the disclosing party in case of a breach, including injunctive relief.
What formalities apply to a Non-Disclosure Agreement (NDA)?
This NDA is a contract under the Indian Contract Act, 1872, and is enforceable so long as it satisfies the essentials of a valid contract — free consent, lawful consideration, and lawful object. Where the agreement deals with digital or electronic records, provisions of the Information Technology Act, 2000 may also be relevant. An NDA does not typically require compulsory registration under the Registration Act, 1908, since it does not create or transfer an interest in immovable property, but parties sometimes choose to have it notarised for added evidentiary weight, and stamping requirements can vary depending on the state in which it is executed.
How long does a Non-Disclosure Agreement (NDA) take to complete?
The guided draft is estimated to take Time varies. Allow additional time to review the completed document and confirm any execution formalities.