A non-disclosure agreement (NDA) restricts a party from disclosing or misusing confidential information shared for a purpose such as evaluating a deal, hiring or outsourcing. Key terms include the definition of confidential information, exclusions, permitted use, duration, return of information and remedies such as injunctions. NDAs are enforceable in India if properly drafted and stamped.
Key clauses
- Definition of confidential information
- Exclusions (public, known, independently developed)
- Purpose and permitted disclosures
- Term and survival
- Return or destruction
- Remedies and jurisdiction
Mutual vs one-way
Use mutual NDAs when both sides share information; one-way when only one side discloses.
Enforceability
Confidentiality obligations are enforceable; broad non-competes may not be under Section 27 of the Contract Act.
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Get expert help →Practical tips
Mark documents confidential and limit disclosure to need-to-know.
Frequently asked questions
Is an NDA legally binding?
Yes, it is a contract enforceable under the Indian Contract Act.
Can NDAs be e-signed?
Yes, e-signatures are valid for NDAs.
How long should an NDA last?
Commonly 2 to 5 years; trade secrets may be protected longer.
What if someone breaches an NDA?
Seek injunctions and damages through courts or arbitration.
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