Non-Disclosure Agreement (NDA)

NDA template for India — unilateral and mutual. Free PDF with confidentiality clauses. eSign with Aadhaar for ₹15.

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What is a NDA?

A Non-Disclosure Agreement (NDA) is a legally binding contract that establishes a confidential relationship between parties. It protects sensitive business information, trade secrets, proprietary data, and other confidential material from being shared with unauthorised third parties. In India, NDAs are governed by the Indian Contract Act, 1872 — specifically, Sections 73 and 74 which deal with damages for breach. Note that Section 27 makes non-compete clauses generally unenforceable in India, so NDAs should focus on confidentiality rather than restricting future business activities.

Essential Clauses in a NDA

Definition of Confidential Information — what is and isn't covered
Obligations of the receiving party (non-disclosure, non-use)
Exclusions from confidentiality (public domain, independently developed, legally required disclosure)
Duration of the confidentiality obligation
Permitted disclosures (employees, advisors on need-to-know basis)
Return or destruction of confidential materials upon termination
Remedies for breach (injunctive relief, damages)
Governing law and jurisdiction
Signatures of both parties with date

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Stamp Duty & Registration

NDAs are generally not listed in the stamp duty schedule of the Indian Stamp Act, 1899, which means they do not typically require stamp paper. However, stamp duty laws vary by state and some states may classify NDAs under a broader category of agreements. For NDAs that include financial penalties or indemnity clauses, it's advisable to check your state's stamp duty schedule to be safe.

Can a NDA Be Signed with Aadhaar eSign?

Yes. NDAs can be signed using Aadhaar eSign under Section 3A of the IT Act, 2000. Since NDAs do not fall under the exclusions in Schedule I of the IT Act, they are fully eligible for electronic signatures. An eSigned NDA has the same legal validity as a physically signed one.

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Common Mistakes to Avoid

✗Defining confidential information too broadly or too narrowly — be specific about what's covered
✗Including a non-compete clause — Section 27 of the Indian Contract Act makes agreements in restraint of trade generally void. Non-compete clauses are largely unenforceable in India except during the term of employment
✗Not specifying the duration of the confidentiality obligation — without a term, disputes arise about when obligations end
✗Not including carve-outs for legally compelled disclosure (court orders, regulatory requirements)
✗Using a unilateral NDA when both parties share confidential information — use a mutual NDA instead

Frequently Asked Questions

Is an NDA legally enforceable in India?

Yes. NDAs are enforceable as contracts under the Indian Contract Act, 1872. In case of breach, the aggrieved party can seek damages under Sections 73 and 74, and may also seek injunctive relief from courts to prevent further disclosure.

What is the difference between a unilateral and mutual NDA?

A unilateral NDA protects information shared by one party only (the disclosing party). A mutual NDA protects information shared by both parties. Use a mutual NDA when both sides will share confidential information.

Are non-compete clauses enforceable in India?

Generally no. Section 27 of the Indian Contract Act declares agreements in restraint of trade as void. Non-compete clauses are only enforceable during the term of employment or for a reasonable period when tied to the sale of business goodwill. Post-employment non-competes are largely unenforceable.

How long should an NDA last?

The confidentiality obligation typically lasts 2–5 years from the date of disclosure, or from the termination of the business relationship. Trade secrets may warrant longer or indefinite protection. The NDA itself may have a shorter term during which new disclosures are covered.

Does an NDA need stamp paper?

In most Indian states, NDAs do not require stamp paper. However, check your state's stamp duty schedule, as some states may classify NDAs under a broader category of agreements.

Disclaimer

This template is for informational and reference purposes only and does not constitute legal advice. Laws and regulations change periodically. This template may need modification based on your specific circumstances and state laws. Consult a qualified legal professional before executing any legal document. SignSetu is not responsible for any consequences arising from the use of this template. Last updated: April 2026.

Governing Law: Indian Contract Act, 1872 (Sections 27, 73, 74)

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What is a NDA?

Essential Clauses in a NDA

Definition of Confidential Information — what is and isn't covered

Obligations of the receiving party (non-disclosure, non-use)

Exclusions from confidentiality (public domain, independently developed, legally required disclosure)

Duration of the confidentiality obligation

Permitted disclosures (employees, advisors on need-to-know basis)

Return or destruction of confidential materials upon termination

Remedies for breach (injunctive relief, damages)

Governing law and jurisdiction

Signatures of both parties with date

Stamp Duty & Registration

Can a NDA Be Signed with Aadhaar eSign?

Common Mistakes to Avoid

✗Defining confidential information too broadly or too narrowly — be specific about what's covered

✗Including a non-compete clause — Section 27 of the Indian Contract Act makes agreements in restraint of trade generally void. Non-compete clauses are largely unenforceable in India except during the term of employment

✗Not specifying the duration of the confidentiality obligation — without a term, disputes arise about when obligations end

✗Not including carve-outs for legally compelled disclosure (court orders, regulatory requirements)

✗Using a unilateral NDA when both parties share confidential information — use a mutual NDA instead