Employee Confidentiality Agreement (NDA)
Free employee NDA for Indian companies, with a defined scope, standard exclusions, protected disclosures and no disguised non-compete.
An employee confidentiality agreement, or employee NDA, protects a company's non-public information that staff see at work, during employment and for a period afterwards. Use it for any employee with access to code, clients, pricing or personal data.
What to watch when you use this
- Confidentiality during and after employment is generally enforceable. A confidentiality clause so broad that it stops someone working in their field may be treated as a restraint of trade under Section 27 of the Indian Contract Act, 1872.
- India has no standalone trade secrets statute. Protection comes from contract and from courts' equitable powers, so a clear definition and practical safeguards both matter.
- Include the standard exclusions: information that is public, already known, independently developed or lawfully received from a third party. Also carve out the employee's general skill and knowledge.
- Do not prevent employees from reporting wrongdoing to authorities or making disclosures required by law.
- Where employees handle personal data, align the agreement with the Digital Personal Data Protection Act, 2023 and the company's own obligations as a Data Fiduciary.
Stamping and registration. Stamp duty is a State subject, and an unstamped or insufficiently stamped instrument is generally inadmissible in evidence under Section 35 of the Indian Stamp Act, 1899 until the duty and penalty are paid. Registration requirements are separate and depend on the instrument and the State. Confirm both for your State before executing this document.
EMPLOYEE CONFIDENTIALITY AGREEMENT
This Agreement is made on [DATE] between:
[COMPANY NAME], CIN [CIN], having its registered office at [ADDRESS] ("Company"); and
[EMPLOYEE NAME], residing at [ADDRESS], employed as [DESIGNATION] ("Employee").
The Employee's work will give the Employee access to confidential information of the Company and of its clients and partners. This Agreement records how that information will be protected.
1. CONFIDENTIAL INFORMATION
1.1 "Confidential Information" means non-public information, in any form, that the Employee receives or creates in the course of employment and that is marked confidential or that a reasonable person would understand to be confidential, including:
(a) source code, product designs, algorithms and technical documentation;
(b) business plans, pricing, financial information and forecasts not publicly disclosed;
(c) customer and supplier lists, contract terms and deal pipelines;
(d) personal data of employees, customers and other individuals; and
(e) confidential information of clients and partners held by the Company.
1.2 Confidential Information does not include information that:
(a) is or becomes public other than through a breach by the Employee;
(b) the Employee knew lawfully before receiving it from the Company, as shown by written records;
(c) the Employee develops independently without using Confidential Information; or
(d) the Employee receives lawfully from a third party who is not under a duty of confidence.
1.3 The Employee's general skill, knowledge and experience, including information retained in the ordinary course that is not specific to the Company, are not Confidential Information.
2. OBLIGATIONS
2.1 The Employee will:
(a) use Confidential Information only to perform the Employee's duties;
(b) not disclose it to anyone, except colleagues and authorised advisers of the Company who need to know it for their work;
(c) follow the Company's information security policies notified to the Employee; and
(d) inform the Company promptly on becoming aware of any unauthorised use or disclosure.
2.2 The Employee will not copy Confidential Information to personal devices, personal email or personal cloud storage except as permitted by Company policy.
3. PERSONAL DATA
The Employee will access and process personal data only to the extent authorised for the Employee's role, only for the purposes notified by the Company, and in compliance with the Digital Personal Data Protection Act, 2023 and Company policy. The Employee will report any actual or suspected personal data breach to [DESIGNATED CONTACT] immediately.
4. PERMITTED DISCLOSURES
Nothing in this Agreement prevents the Employee from:
(a) disclosing information when required by law, a court, a tribunal or a regulator, after giving the Company prior notice where lawful and practicable;
(b) reporting a suspected violation of law in good faith to a government authority, regulator or the police, or through the Company's whistle-blower mechanism;
(c) making a complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 or before any authority under the Labour Codes; or
(d) disclosing information in confidence to the Employee's own advocate for the purpose of obtaining legal advice.
5. RETURN OF MATERIALS
On leaving, or earlier on the Company's request, the Employee will return all documents, devices and materials containing Confidential Information and permanently delete copies held in personal accounts or devices. The Employee will confirm compliance in writing if asked. The Employee may keep copies of the Employee's own pay slips, appointment letter, this Agreement and other documents relating to the Employee's employment.
6. DURATION
The obligations in this Agreement apply during employment and for [NUMBER, FOR EXAMPLE THREE] years after it ends. For trade secrets and personal data, they continue for as long as the information remains a trade secret or personal data protected by law.
7. NO RESTRAINT ON EMPLOYMENT
This Agreement does not restrict the Employee from taking up employment or business of any kind after leaving the Company, including with a competitor, provided the Employee does not use or disclose Confidential Information.
8. NON-SOLICITATION
For [NUMBER, NOT EXCEEDING TWELVE] months after leaving, the Employee will not use Confidential Information to solicit any customer of the Company with whom the Employee dealt in the last [NUMBER] months of employment, and will not actively induce any employee of the Company with whom the Employee worked to leave.
9. REMEDIES
9.1 The Employee acknowledges that unauthorised disclosure may cause the Company harm that damages alone may not adequately compensate, and that the Company may seek an injunction from a competent court.
9.2 Any claim for damages will be for loss actually caused, assessed in accordance with law. This Agreement does not provide for any fixed penalty.
10. OWNERSHIP
All Confidential Information remains the property of the Company or the relevant client or partner. Nothing in this Agreement grants the Employee any licence or right in it.
11. GENERAL
This Agreement is in addition to the Employee's employment terms. If any provision is held unenforceable, the rest remains in effect. This Agreement is governed by the laws of India and the courts at [CITY] will have jurisdiction.
For [COMPANY NAME] Employee
_______________________ _______________________
[NAME], [DESIGNATION] [EMPLOYEE NAME]
Date: [DATE] Date: [DATE]
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This free template is provided by ClauseAudit as general information, not legal advice, and using it does not create an advocate-client relationship. Replace every [BRACKETED] placeholder. Stamp duty and registration requirements vary by State and are your responsibility. Have the final document reviewed by a qualified advocate before use.When to use this template
- You are hiring employees who will see source code, product plans, client data or pricing.
- Your appointment letter has only a one-line confidentiality clause.
- Employees handle personal data and you need documented obligations under the Digital Personal Data Protection Act, 2023.
- You are an employee asked to sign an NDA and want to compare it against a fair version.
How to fill it in
- Enter the company's legal name and CIN and the employee's name, address and designation.
- Review the categories in clause 1.1 and tailor them to the employee's actual role.
- Set the post-employment duration in clause 6 and the non-solicitation period in clause 8.
- Name the designated contact for data breach reports in clause 3.
- Pay stamp duty under your State's stamp law if applicable, usually a small amount by e-stamping.
- Sign at or before joining, give the employee a signed copy, and keep the original in the personnel file.
Key clauses explained
- Defined scope with exclusions (clause 1)
- A precise definition with the standard exclusions is more likely to be enforced than a clause that labels everything confidential.
- General skill and knowledge carve-out (clause 1.3)
- Courts protect an employee's right to use general skills and experience. Saying so keeps the agreement from looking like a disguised non-compete.
- Permitted disclosures (clause 4)
- Preventing employees from reporting wrongdoing or harassment, or complying with law, is likely to be treated as against public policy. Express carve-outs keep the agreement defensible.
- No restraint on employment (clause 7)
- Section 27 of the Indian Contract Act, 1872 makes post-employment restraints generally void. Clarifying that the agreement protects information, not jobs, strengthens it.
- Remedies without fixed penalties (clause 9)
- Fixed penalty amounts are usually reduced under Section 74 of the Indian Contract Act, 1872. Injunctions and actual damages are the realistic remedies.
Frequently asked questions
Is an employee NDA enforceable in India?
Generally yes, to the extent it protects genuinely confidential information. Courts have regularly granted injunctions against misuse of confidential information by former employees. They are less willing to enforce a clause that, in practice, stops someone working in their field, because that may be a restraint of trade under Section 27 of the Indian Contract Act, 1872.
How long can confidentiality last after an employee leaves?
There is no fixed statutory period. Two to five years is common for general business information, since it loses value over time. Trade secrets, such as a formula or source code, can be protected for as long as they remain secret. A reasonable, stated period is easier to defend than a blanket perpetual obligation.
Can an NDA stop an employee from joining a competitor?
No. An NDA can stop a former employee from using or disclosing confidential information at a new job, but it cannot generally prevent the person from taking the job. A clause that goes further is likely to be treated as a non-compete and held void under Section 27 of the Indian Contract Act, 1872.
What is the difference between this and a mutual NDA?
A mutual NDA is between two businesses exchanging information, usually before a deal, and protects both sides equally. An employee NDA is one-way: the employee receives information from the employer. It also deals with matters specific to employment, such as return of devices, personal data handling and protected disclosures.
Do we need a separate NDA if the appointment letter has a confidentiality clause?
Not necessarily, but a one-line clause often lacks definitions, exclusions, return obligations and a post-employment period. A separate agreement is useful for roles with access to sensitive information, and it can be updated without reissuing the appointment letter. If you use both, make sure they are consistent.
What can a company do if an ex-employee leaks information?
The company can seek an injunction from a civil court to stop further use or disclosure and claim damages for proven loss. Depending on the facts, it may also file a complaint under criminal law, such as the provisions on criminal breach of trust in the Bharatiya Nyaya Sanhita, 2023, or under the Information Technology Act, 2000 for unauthorised access or data theft.
Been handed the other side's version instead?
Upload it and get every clause checked against Indian law, with the provision each finding rests on.
Review a nda contractRead before you sign
- Signing an NDA in India? Check These Five Clauses FirstMost NDAs are routine. A few carry terms that reach much further than confidentiality. Here are the five clauses that decide which kind you have.
- A Non-Compete Hidden in an NDA Is Still a Non-CompeteRestraints on future work sometimes appear inside confidentiality agreements. Section 27 of the Indian Contract Act applies wherever the restraint sits.
- Perpetual Confidentiality: Can an NDA Really Last Forever?Indefinite confidentiality obligations are common in Indian NDAs. Here is why a defined term with a trade secret carve-out is the better structure.
- The Residuals Clause: How the Other Side Keeps Your IdeasA residuals clause permits use of information retained in unaided memory. For the party sharing know-how, it can undo the agreement.
Related templates
This free template is general information about Indian law as at 2026-10-10, not legal advice, and using it does not create an advocate–client relationship. Replace every bracketed placeholder and have the final document reviewed by a qualified advocate before use.