Managing Business/Employment

Non-Disclosure Agreement (NDA)

Standard format — adapt the highlighted details to your company, and have a professional review it before use.

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NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT ("Agreement") is made on this [Date] day of [Month, Year]

BY AND BETWEEN:

[Party 1 Full Name / Company Name], having its registered office / residing at [Party 1 Address] (hereinafter referred to as the "Disclosing Party" or "Party 1");

AND

[Party 2 Full Name / Company Name], having its registered office / residing at [Party 2 Address] (hereinafter referred to as the "Receiving Party" or "Party 2").

Party 1 and Party 2 are individually referred to as a "Party" and collectively as the "Parties".

WHEREAS the Parties wish to explore [briefly describe the purpose — e.g., a potential business collaboration / investment / employment / vendor engagement] (the "Purpose"), and in connection therewith the Disclosing Party may disclose certain confidential information to the Receiving Party;

AND WHEREAS the Parties wish to set out the terms on which such confidential information shall be protected;

NOW THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 "Confidential Information" means all non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, including but not limited to business plans, financial data, customer lists, trade secrets, technical know-how, product designs, marketing strategies, and any information marked or reasonably understood to be confidential.

1.2 Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the Receiving Party without a duty of confidentiality; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is disclosed pursuant to a court order or legal requirement, provided the Receiving Party gives prompt notice to the Disclosing Party where legally permitted.

2. OBLIGATIONS OF THE RECEIVING PARTY

2.1 The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose it to any third party without the prior written consent of the Disclosing Party.

2.2 The Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose.

2.3 The Receiving Party shall protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

2.4 The Receiving Party may disclose Confidential Information only to its directors, employees, advisors and consultants who need to know it for the Purpose and who are bound by confidentiality obligations no less strict than those herein.

3. TERM

3.1 This Agreement shall come into force on the date first written above and shall remain in effect for a period of [e.g., 2 years] from such date.

3.2 The obligations of confidentiality under Clause 2 shall survive the expiry or termination of this Agreement for a further period of [e.g., 3 years].

4. RETURN OF INFORMATION

Upon the written request of the Disclosing Party, or upon expiry or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information (including copies) in its possession, and certify such destruction in writing if so requested.

5. NO RIGHTS GRANTED

Nothing in this Agreement grants the Receiving Party any intellectual property rights in the Confidential Information. All rights remain with the Disclosing Party.

6. REMEDIES

The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and the Disclosing 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 shall be governed by the laws of India. The courts at [City, e.g., New Delhi] shall have exclusive jurisdiction over disputes arising hereunder.

8. GENERAL

8.1 This Agreement constitutes the entire understanding between the Parties regarding confidentiality for the Purpose and supersedes all prior discussions.

8.2 No amendment shall be valid unless in writing and signed by both Parties.

8.3 If any provision is held invalid, the remaining provisions shall continue in full force.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

For and on behalf of Party 1:

Signature: ______________________

Name: [Name]

Title: [Designation]

Date: ______________________

For and on behalf of Party 2:

Signature: ______________________

Name: [Name]

Title: [Designation]

Date: ______________________

WITNESSES:

1. Signature: ______________________ Name: [Witness 1 Name] Address: [Witness 1 Address]

2. Signature: ______________________ Name: [Witness 2 Name] Address: [Witness 2 Address]

This template is a starting point, not legal advice. Adapt it to your situation — and for anything high-stakes, get a professional review before you sign or send it.

Understanding this document

What is non-disclosure agreement (nda)?

A Non-Disclosure Agreement is a contract that makes confidentiality legally enforceable. It defines what counts as confidential, who must keep it secret, for how long, and what happens if someone leaks it. Without one, you are relying on trust alone — and trust does not hold up in a dispute.

When do you need it?

Before you share anything sensitive: business plans with investors, product details with vendors, customer data with agencies, or strategy with a potential acquirer or hire. Sign it before the first real conversation, not after. An NDA signed after the disclosure is far weaker.

Common mistakes to avoid

No time limit on the confidentiality obligation — a perpetual clause for everything is often unenforceable; 2–5 years is the practical norm.
Defining "confidential information" so narrowly that the important stuff falls outside it.
Skipping the remedies clause — without injunctive relief, your only remedy is damages you can rarely prove.
Using a one-way NDA when both sides are sharing — then only one party is bound.

Need it tailored to your company?

Templates cover the standard cases. If your situation has complications — multiple parties, unusual terms, regulatory scrutiny — get it drafted properly. Our CAs, CSs and lawyers do this every day.

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