NDA generator.
Indian law. 5 templates.
Pick a template, fill in the parties, and export. Governing-law and jurisdiction clauses are aligned to the Indian Contract Act 1872 and the Arbitration & Conciliation Act 1996.
MUTUAL NON-DISCLOSURE AGREEMENT This Agreement is made on 07 June 2026 between: (1) [Disclosing Party], having its principal place of business at [address] (the "Disclosing Party"); and (2) [Receiving Party], having its principal place of business at [address] (the "Receiving Party"). Each party may, in the course of this Agreement, act as both Disclosing Party and Receiving Party. References to "Disclosing Party" and "Receiving Party" shall be construed accordingly. 1. PURPOSE The parties wish to engage in discussions regarding evaluating a potential business relationship between the parties (the "Purpose"). In connection with the Purpose, the parties may exchange certain confidential and proprietary information. 2. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by one party (or its affiliates, employees, or agents) to the other, in any form (written, oral, electronic, or visual), and whether or not marked as confidential, including without limitation: business plans, customer lists, pricing, technical data, source code, algorithms, models, training datasets, designs, prototypes, financial information, marketing strategies, and any analyses or derivative works thereof. Confidential Information excludes information that the Receiving Party can demonstrate: (a) was in the public domain at the time of disclosure; (b) was lawfully known to the Receiving Party prior to disclosure without obligation of confidence; (c) was independently developed without use of or reference to the Confidential Information; or (d) is disclosed under a legal order, provided the Receiving Party gives prompt notice to the Disclosing Party. 3. OBLIGATIONS OF THE RECEIVING PARTY The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information of similar importance, and in no event less than reasonable care; (c) limit access to Confidential Information to those of its employees, contractors, and advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than this Agreement; (d) not reverse-engineer, decompile, or disassemble any tangible or intangible item embodying Confidential Information; and (e) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. 4. TERM This Agreement shall commence on the Effective Date and continue for a period of 3 years. The obligations of confidentiality shall survive termination for a further period of 3 years. Confidential Information that constitutes a trade secret under Indian law shall remain protected for as long as it qualifies as such. 5. RETURN OR DESTRUCTION Upon written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, and certify such return or destruction in writing. 6. REMEDIES The parties agree that any breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity. 7. GOVERNING LAW AND JURISDICTION This Agreement is governed by the laws of India. The courts at Delhi shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement. The parties may, by mutual consent, refer disputes to arbitration under the Arbitration and Conciliation Act, 1996, seated in Delhi, conducted in English. 8. GENERAL (a) This Agreement constitutes the entire understanding between the parties on its subject matter and supersedes all prior discussions and writings. (b) No amendment shall be effective unless in writing and signed by both parties. (c) No waiver of any term shall constitute a continuing waiver. (d) If any provision is found unenforceable, the remainder shall continue in full force. (e) This Agreement may be executed in counterparts (including electronic signatures), each of which shall be deemed an original. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. For [Disclosing Party]: For [Receiving Party]: _______________________ _______________________ Name: Name: Title: Title: Date: Date: — END OF AGREEMENT — Generated by LexVio (https://lexvio.ai). This template is for informational purposes only and is not a substitute for legal advice. For high-stakes transactions, have an advocate review before signing.
Disclaimer:This generator produces a starting-point template, not a substitute for legal advice. For high-stakes transactions — M&A, regulated industries, cross-border deals — have an advocate review before execution. LexVio's Legal AI can run the same clauses through risk scoring and Indian case-law citations in 30 seconds — paste your draft into the scanner to try.
Understanding NDAs in India
A Non-Disclosure Agreement (NDA) creates a legal obligation to keep certain information confidential. Under Indian law, NDAs are governed by the Indian Contract Act, 1872 — meaning they need lawful consideration, free consent, and a lawful object. Indian courts have consistently enforced confidentiality terms; non-compete restraints, however, get scrutinised hard under Section 27 and rarely survive past employment termination.
This generator produces five common variants — mutual, one-way, employment, vendor, and IP-heavy — each pre-filled with India-tailored carve-outs, jurisdiction defaults, and a confidentiality term that won't get struck down.
Clauses that matter most
- Definition of Confidential Information — be specific. Vague definitions don't hold up.
- Permitted disclosures — to your lawyers, accountants, or under court order; spell these out.
- Term — typically 3-5 years post-termination; trade secrets can be longer.
- Governing law & jurisdiction — pick a commercial court (Mumbai, Delhi, Bangalore) for faster enforcement.
- Injunctive relief — acknowledge that damages alone are inadequate; this strengthens your interim-injunction case.
- Return / destruction — what happens to the data when the relationship ends.
What this generator does not replace
- M&A or fundraising NDAs with carve-ins for affiliates, deal-specific exclusivity, and standstill provisions.
- Cross-border NDAs — different governing-law options need a careful conflict-of-laws view.
- Employment NDAs combined with non-compete + non-solicit — these need an advocate's review to survive Section 27 challenge.
- Stamp duty & e-signing logistics — pay ₹100-₹500 stamp duty per state, then sign with Aadhaar eSign or DSC for IT Act validity.
Frequently asked
Is an NDA enforceable in India?
Yes. NDAs are enforceable as contracts under the Indian Contract Act, 1872, provided they meet the basic requirements: lawful consideration, free consent, and a lawful object. Indian courts have consistently upheld confidentiality clauses, though they scrutinise non-compete restrictions strictly under Section 27 — only reasonable, time-bound, and territorially-limited restraints survive.
Mutual vs one-way NDA — which should I use?
Use a one-way NDA when only you are sharing confidential information (typical for hiring vendors, briefing freelancers, or product demos). Use a mutual NDA when both sides will exchange sensitive info — investor pitches, M&A talks, joint-venture exploration. Mutuals are more common in B2B and rarely contested.
How long should the confidentiality period last?
Three to five years post-termination is the market standard for most commercial NDAs. Trade secrets and source code can justify indefinite confidentiality, but Indian courts may not enforce truly perpetual terms — courts prefer a reasonable, defined period. For employee NDAs, 2-3 years post-exit is common and defensible.
Do I need to register an NDA with any authority?
No. NDAs in India are unregistered private contracts. You should pay nominal stamp duty (₹100-₹500 depending on state) on a stamp paper to make it admissible in court, but registration with a Sub-Registrar is not required. Electronic NDAs with valid digital signatures (eSign, Aadhaar-OTP) are also enforceable under the IT Act, 2000.
Can I assign or transfer an NDA to another party?
Only if the NDA explicitly permits assignment. By default, contractual obligations are personal — you cannot transfer the right to enforce or the burden to comply without the other party's consent. Include an assignment clause if you anticipate corporate restructuring, M&A, or transfer to affiliates.
What about IP ownership clauses inside an NDA?
Standard NDAs handle confidentiality, not IP assignment. If you need ownership of work product, use a separate IP assignment clause or a Master Services Agreement. Pure NDAs that include broad IP-assignment language often get challenged as unconscionable in employment disputes. Use our IP-heavy NDA template if you need both protections in one document.
What happens if the other party breaches the NDA?
Remedies include injunctive relief (a court order to stop disclosure or use), monetary damages, and in serious cases criminal action under the Information Technology Act if computer data is involved. Indian courts grant ex-parte injunctions in genuine confidentiality cases. Practical enforcement is faster in commercial courts than civil courts; pick your jurisdiction clause carefully.