Non-Disclosure Agreement (NDA)

NDA Drafting in India: Protect Confidential Information Before You Share It

Sharing a business plan, source code, or customer list with a vendor, employee, or investor without a signed NDA is one of the most common - and most avoidable - mistakes founders make. This guide explains what a Non-Disclosure Agreement must cover, when to use one, and how KanoonPe drafts an enforceable NDA for you in as little as a day.

Quick summary

• What it is: A contract that legally binds a party to keep specified information confidential.
• Governed by: Indian Contract Act, 1872; confidentiality obligations enforced as a valid contract.
• Best for: Startups, businesses, and individuals sharing sensitive information with vendors, employees, or partners.
• KanoonPe price: Flat, all-inclusive quote on a free callback · Delivery: 1–2 working days.

Quick facts

What is an NDA?

A Non-Disclosure Agreement (NDA), also called a confidentiality agreement, is a legally binding contract in which one or both parties agree not to disclose specified confidential information shared during a business relationship. It is enforceable in India as a valid contract under the Indian Contract Act, 1872, provided it has lawful consideration and a clearly defined scope.

NDAs are used before due diligence, employee onboarding, vendor discussions, investor pitches, or any conversation where trade secrets, financials, or proprietary processes might be exposed. Without one, there is no formal restriction stopping the other party from using or disclosing what you share.

Types of NDA

• Unilateral (one-way) NDA - only one party discloses confidential information; the receiving party is bound not to share it. Common between a company and an employee, vendor, or freelancer.
• Mutual (bilateral) NDA - both parties disclose information to each other and are both bound, typical in M&A discussions, joint ventures, or partnership talks.
• Multilateral NDA - used when three or more parties are exchanging information, such as in a consortium bid.

Key clauses an NDA should contain

• Definition of confidential information - precisely what is covered (technical data, business plans, customer lists, source code).
• Obligations of the receiving party - standard of care, restrictions on use, and no reverse engineering.
• Exclusions - information already public, independently developed, or lawfully obtained elsewhere.
• Term and survival - how long confidentiality lasts, often 2–5 years, sometimes indefinitely for trade secrets.
• Permitted disclosures - to employees, advisors, or under legal compulsion (with notice).
• Return or destruction of information - obligation to return or delete data on termination.
• Remedies - right to injunctive relief in addition to damages, since monetary damages alone rarely undo a leak.
• Governing law and jurisdiction - which state's courts will hear disputes.

Who should use an NDA

• Startups discussing their idea with potential co-founders, freelancers, or investors.
• Employers onboarding employees who will access proprietary systems, code, or client data.
• Businesses engaging vendors, manufacturers, or contractors who see sensitive processes.
• Companies in M&A or fundraising talks exchanging financial and strategic information during due diligence.

Information needed to draft an NDA

• Names and addresses of the disclosing and receiving parties
• Whether it should be one-way or mutual
• Nature of confidential information to be shared
• Purpose of disclosure (e.g., employment, vendor evaluation, investment discussion)
• Preferred duration of confidentiality obligation
• Governing state/jurisdiction

Ready to get started? Talk to a verified expert → - get a transparent, all-inclusive quote for your NDA within one business hour.

Drafting and delivery process

1. Share your requirements. Tell us the parties involved, purpose, and type of NDA needed via a short form.
2. Lawyer drafts the NDA. A commercial lawyer prepares a customised draft matching your specific disclosure scenario.
3. Review and revisions. You review the draft; one round of revisions is included to fine-tune scope or duration.
4. Finalisation. The final NDA is shared in signable format, ready for e-signature or wet-ink execution.

NDA drafting cost in India

KanoonPe offers a flat, all-inclusive quote - lawyer-reviewed drafting and one revision round, delivered fast with no hidden charges.

Delivery timeline

Stamping notes

An NDA does not require compulsory registration under the Registration Act, 1908. Executing it on nominal-value stamp paper (varies by state) is optional but recommended if the NDA may need to be produced as evidence in a future dispute.

Common mistakes and risks

• Vague definition of "confidential information" - courts can refuse to enforce an NDA that is too broad or undefined.
• No time limit - an indefinite NDA without justification can be challenged as unreasonable.
• Using a generic template - free online templates often miss India-specific enforcement language and remedies.
• Skipping it for "informal" chats - verbal promises of confidentiality carry little legal weight.
• Forgetting mutual scenarios - using a one-way NDA when both sides are actually sharing sensitive information.

Why choose KanoonPe

• Transparent flat pricing - one all-inclusive number for drafting, with no add-on fees for standard revisions.
• Filed-on-time or refund - every drafting order carries a written delivery SLA.
• One accountable case owner - a dedicated lawyer manages your NDA from brief to signature.
• Live status tracking - track drafting and review status in your dashboard.

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