Mutual Non-Disclosure Agreement
A balanced two-way NDA for Indian parties, with the four standard exclusions, a defined term and a trade secret carve-out.
A mutual NDA is a contract under which two parties agree to keep each other's confidential information private and use it only for an agreed purpose. Use one before sharing business plans, code, pricing or customer data in early discussions.
What to watch when you use this
- Contains the four standard exclusions plus disclosure compelled by law.
- Uses a defined term with a trade secret carve-out rather than perpetual confidentiality.
- Contains no residuals clause and no restraint on future employment.
- India has no standalone trade secrets statute, so the drafting carries more weight than in some other jurisdictions.
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.
MUTUAL NON-DISCLOSURE AGREEMENT
This Agreement is made on [DATE] between [PARTY A], [ADDRESS] and [PARTY B], [ADDRESS] (each a "Party").
1. PURPOSE
The Parties wish to discuss [DESCRIBE PURPOSE] and may disclose confidential information to each other for that purpose ("Purpose").
2. CONFIDENTIAL INFORMATION
"Confidential Information" means non-public information disclosed by one Party to the other that is marked or identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Information disclosed orally will be treated as confidential if summarised in writing and provided to the receiving Party within thirty days of disclosure.
3. EXCLUSIONS
Confidential Information does not include information that:
(a) is or becomes publicly available other than through breach of this Agreement;
(b) was known to the receiving Party before disclosure;
(c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or
(d) is lawfully received from a third party without restriction.
4. COMPELLED DISCLOSURE
A Party may disclose Confidential Information to the extent required by law, regulation or an order of a court or authority of competent jurisdiction, provided that, where lawful, it gives the other Party prompt written notice so that the other Party may seek protective relief.
5. OBLIGATIONS
Each Party will use the other's Confidential Information solely for the Purpose, protect it with at least the degree of care it applies to its own confidential information of like importance, and disclose it only to its employees, directors and professional advisers who need to know it for the Purpose and who are bound by obligations no less protective than these.
6. TERM
This Agreement commences on the date above and continues for [TWO] years. Obligations of confidentiality survive for [THREE] years from the date of disclosure, except that information constituting a trade secret remains protected for so long as it retains that character under applicable law.
7. RETURN OR DESTRUCTION
On written request, or on expiry of this Agreement, each Party will return or destroy the other's Confidential Information in its possession, other than copies retained in routine electronic backups or as required by law, and will confirm in writing that it has done so.
8. NO LICENCE, NO OBLIGATION
Nothing in this Agreement grants any licence in respect of intellectual property, or obliges either Party to enter into any further agreement.
9. NO RESTRAINT ON EMPLOYMENT
Nothing in this Agreement restricts either Party, or any of its personnel, from engaging in any lawful profession, trade or business.
10. REMEDIES
Each Party acknowledges that a breach may cause harm for which damages may not be an adequate remedy, and that the other Party may seek such relief as is available in law. Nothing in this clause limits a Party's right to contest any application for relief.
11. GOVERNING LAW AND DISPUTES
This Agreement is governed by the laws of India. The courts at [CITY] shall have jurisdiction.
Signed:
_______________________ _______________________
[PARTY A] [PARTY B]
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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
- Before exploratory talks about a partnership, joint venture, acquisition or investment where both sides will share information.
- Before a vendor or technology evaluation where each side will see the other's systems, processes or pricing.
- When the other side sends a one-way NDA that protects only them, and you want a balanced alternative.
- Before sharing product roadmaps or source code with a potential co-developer or integration partner.
How to fill it in
- Insert the full legal names and addresses of both parties, with CIN or LLPIN where relevant.
- Describe the Purpose in clause 1 precisely. Use of information is limited to this purpose, so a vague description weakens the protection.
- Set the agreement term and the confidentiality period in clause 6. Two to five years is common; the trade secret carve-out continues beyond that.
- Fill in the city in clause 11 whose courts will have jurisdiction, ideally one with a real connection to both parties.
- Agree internally who will send the written summary of oral disclosures within thirty days, as clause 2 requires.
- Pay stamp duty as an agreement under your State's stamp law (e-stamping is available in many States), then sign. Electronic signatures are generally valid for an NDA.
- Keep a record of what you disclose and when, so you can show later what the NDA covered.
Key clauses explained
- Definition of Confidential Information (clause 2)
- Covers information marked confidential or obviously confidential, and oral disclosures only if summarised in writing within thirty days. A precise definition is easier to enforce than "all information".
- Standard exclusions (clause 3)
- Excludes public, previously known, independently developed and lawfully received information. Without these, a party could be in breach for using information it was always free to use.
- Compelled disclosure (clause 4)
- Allows disclosure required by law, a regulator or a court, with prompt notice where lawful, so the other side can seek protection.
- Term with trade secret carve-out (clause 6)
- Confidentiality runs for a fixed period from each disclosure, while genuine trade secrets stay protected for as long as they remain secret. This is easier to defend than a perpetual obligation.
- Return or destruction (clause 7)
- On request or expiry, information must be returned or destroyed and this must be confirmed in writing, with a sensible exception for routine backups and legal retention.
- No restraint on employment (clause 9)
- Confirms the NDA does not stop anyone from lawful work or business. This keeps it clear of Section 27 of the Indian Contract Act, 1872 on restraint of trade.
Frequently asked questions
Is an NDA enforceable in India?
Generally yes. An NDA is a contract under the Indian Contract Act, 1872, and courts have enforced confidentiality obligations, including by injunction. What courts are reluctant to enforce is a clause that goes beyond protecting information and stops someone from working or doing business, because Section 27 voids agreements in restraint of trade. Narrow, clearly defined obligations are the most enforceable.
Does India have a trade secrets law?
India has no standalone trade secrets statute. Protection comes from contract, such as this NDA, and from the courts' jurisdiction over breach of confidence. That makes drafting important: a clear definition, sensible exclusions and evidence of what was disclosed carry more weight than they would in a country with a dedicated statute.
Why not make confidentiality last forever?
Perpetual obligations are often resisted in negotiation and are harder to justify for ordinary business information that loses value over time. This template uses a fixed period from each disclosure, with continuing protection for genuine trade secrets. That is easier for the other side to accept and easier to defend if the clause is ever tested.
What is a residuals clause, and why is there none here?
A residuals clause lets the receiving party use information retained in the unaided memory of its staff. In practice it can permit use of almost anything discussed in meetings, which undercuts the rest of the NDA. This template omits it. If the other side insists on one, limit it narrowly and exclude trade secrets, source code and specific technical or pricing data.
Does an NDA need to be stamped or registered?
Registration is not required. Stamp duty usually applies, because an NDA is an agreement chargeable under the Indian Stamp Act, 1899 or the State's own stamp law, typically at a modest fixed amount. An unstamped agreement is not void, but it cannot be admitted in evidence until the duty and any penalty are paid, so stamp it at signing.
Can we sign an NDA electronically?
Generally yes. The Information Technology Act, 2000 recognises electronic signatures, and an NDA is not among the documents excluded from that Act. Stamp duty still applies, so buy an e-stamp certificate or use a signing platform that handles e-stamping for your State. Keep the signed file and the platform's audit trail.
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.