# Non-Disclosure Agreement (NDA)

> A non-disclosure agreement is a contract under which one or both parties agree not to disclose or misuse confidential information shared for a specific purpose. In India it is enforceable under the Indian Contract Act, 1872 if it is reasonable — it should define what is confidential, exclude information that is public or independently developed, set a duration, and provide remedies such as injunctions. It must be stamped as per the state's stamp law.

Practice: Legal Documents & Agreements — https://www.industax.com/services/legal-documents/

Courts enforce NDAs through injunctions and damages, but only to the extent they protect genuinely confidential information. Over-broad clauses that try to stop someone using general skills or public information are routinely cut down, so precision matters more than length.

We draft one-way NDAs (when only you share information), mutual NDAs (both sides share, typical in partnerships and M&A talks) and employee confidentiality clauses, with the governing law, jurisdiction and return-or-destroy obligations set to your situation.

## Key facts

| Item | Detail |
| --- | --- |
| Law | Indian Contract Act 1872 |
| Types | One-way, mutual, employee |
| Key clauses | Definition, exclusions, purpose, term, return/destruction, remedies |
| Stamp duty | As per the state stamp act — usually a small fixed amount |
| Remedy | Injunction and damages |

## Who needs this

- Founders pitching to investors or partners
- Businesses sharing designs, data or code with vendors
- Employers protecting client and product information

## What's included

- Fact-specific NDA draft
- One round of revisions
- Stamping and execution guidance
- Clause explanation call

## Documents

- Names and addresses of parties
- Purpose of disclosure
- Type of information to be shared

## Process

1. **Understand** — Purpose, parties and information mapped.
2. **Draft** — NDA prepared and reviewed with you.
3. **Execute** — Stamped and signed by both parties.

## FAQs

### Do investors sign NDAs?

Many venture investors decline NDAs at the pitch stage because they see many similar ideas. NDAs are more common at due diligence, with vendors, and with potential acquirers or strategic partners.

### How long should an NDA last?

Typically two to five years after the discussions end; trade secrets and source code are often protected for as long as they remain confidential.

### Can an NDA stop an employee from joining a competitor?

No. A post-employment restriction on working for a competitor is void under Section 27 of the Contract Act. An NDA can stop the employee from using or disclosing your confidential information.

## Official sources

- India Code — central Acts: https://www.indiacode.nic.in/

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Canonical page: https://www.industax.com/services/legal-documents/non-disclosure-agreement
Publisher: Indus Tax — CA-led tax and compliance firm (https://www.industax.com). Contact: info@industax.com, 9059139258.
This is general information, not advice for your specific facts.