Non-Disclosure Agreement (NDA)

A Non-Disclosure Agreement (NDA), like any contract in India, must satisfy the essential elements of a valid contract under the Indian Contract Act, 1872. Section 2(a) and 2(b) require a lawful offer and its unqualified acceptance between the disclosing and receiving parties; section 2(d) requires lawful consideration (which, in a standalone NDA, is typically the mutual promise of confidentiality itself, or the disclosure of information in exchange for its protection); sections 13 to 22 require free consent of both parties; section 11 requires both parties to be competent to contract; and section 23 requires the object of the agreement — protecting confidential information — to be lawful.

India has no dedicated confidentiality/trade-secrets statute; enforceability of an NDA rests on these general contract-law principles, with breach ordinarily remedied through a civil suit for damages and, where appropriate, an injunction restraining further disclosure or use of the confidential information, under the general equitable and injunctive powers of civil courts.

This service covers drafting of a unilateral or mutual NDA defining the scope of confidential information, permitted use and disclosure exceptions, term of confidentiality (including post-termination survival), and remedies on breach, structured to satisfy the Indian Contract Act's requirements for a valid, enforceable agreement.

NDA drafting is the preparation of a non-disclosure agreement — the mutual or the one-way agreement under which the parties protect their confidential information before and during the commercial discussions: the term sheets, the financials, the technical details, the customer and the supplier data, the business plans. The NDA defines the confidential information, the permitted use, the exclusions, the term, and the remedies for the breach — and it is the document that makes the disclosure of the information safe enough to make.

The NDA is the front door of every commercial conversation, and its terms decide what happens to the information after the conversation. The definition of the confidential information, the exclusions for the public and the independently-developed information, the term of the protection, the non-solicitation and the non-circumvention where they are negotiated, and the remedies — each is a term that the parties will discover they needed at the first leak or the first failed deal.

The cost of a weak NDA is the unprotected disclosure: the information that was shared before the protection, the exclusions that swallowed the definition, the remedy that was never enforceable. The NDA is cheap and fast; the disclosure without it is permanent.

This service is for businesses sharing or receiving confidential information. We draft the mutual and the one-way NDAs with the definition, the permitted use, the exclusions, the term and the remedies, review and negotiate the counterparty's NDAs against your interests, and ensure the documents are enforceable — so the information flows with the protection the discussion needs.