Is an NDA legally enforceable in India?

Yes. An NDA is enforceable as a contract under the Indian Contract Act 1872, provided it meets the essential requirements of a valid contract. Indian High Courts and the Supreme Court of India have upheld NDAs, particularly where the breach would cause irreparable harm.

Does an NDA need to be registered in India?

Generally, an NDA does not require registration under the Registration Act 1908 unless it relates to immovable property or includes an intellectual property assignment that triggers mandatory registration. However, it must be properly stamped under the Indian Stamp Act 1899.

What stamp duty is payable on an NDA in India?

Stamp duty on NDAs varies by state. For example, in Maharashtra the applicable duty is under Article 5 of the Maharashtra Stamp Act. In Delhi and other states, the Indian Stamp Act 1899 applies. Consult a local advocate or stamp vendor for the current applicable rate in your state.

Can an NDA cover personal data under Indian law?

Yes, but where personal data of Indian individuals is involved, the NDA must also comply with the Digital Personal Data Protection Act 2023 (DPDPA). This includes obligations on data processing, purpose limitation, retention, and data principal rights.

How long should an NDA last in India?

Most Indian NDAs have a term of two to five years, though confidentiality obligations may survive the expiry of the agreement for trade secrets. The duration should be commercially reasonable; overly long durations may be scrutinised by courts as restraints of trade.

Can I include an arbitration clause in an Indian NDA?

Yes, and it is strongly advisable. An arbitration clause under the Arbitration and Conciliation Act 1996 allows for faster, private dispute resolution without the delays of Indian civil courts. You can specify any recognised Indian arbitral institution such as DIAC, MCIA, or SIAC (which handles India-related disputes).

What remedies are available if an NDA is breached in India?

Remedies include an injunction to prevent further disclosure (under the Specific Relief Act 1963), damages for loss suffered, and recovery of any profits made by the breaching party. In cases involving electronic data, the Information Technology Act 2000 may also provide additional remedies.

Does an NDA need to be on stamp paper in India?

Yes. To be admissible as evidence before an Indian court, the NDA should be executed on non-judicial stamp paper of the appropriate denomination. The denomination varies by state. An unstamped or insufficiently stamped NDA can be impounded under the Stamp Act, though the deficiency can be cured by paying stamp duty and penalty.

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Free Non-Disclosure Agreement Template for India

Protect your confidential business information with a professionally drafted NDA tailored to Indian law. Our template is grounded in the Indian Contract Act 1872, the Information Technology Act 2000, and the Digital Personal Data Protection Act 2023.

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NON-DISCLOSURE AGREEMENT

DISCLOSING PARTY

Nexus Technologies Private Limited

Suite 405, Maker Chambers IV, Nariman Point, Mumbai - 400 021 · PAN: AAACN1234F · CIN: U74999MH2018PTC123456

By: Rajesh Kumar Sharma, Director

RECEIVING PARTY

BlueSky Solutions Private Limited

301, DLF Cyber City, Sector 24, Gurugram, Haryana - 122 002 · PAN: AAACB5678G · CIN: U72200HR2020PTC098765

By: Priya Mehta, Managing Director

Effective: 25 April 2026

MandA / Business Acquisition · Duration: two (2) years

This Non-Disclosure Agreement ("Agreement") is entered into as of 25 April 2026 by and between Nexus Technologies Private Limited ("Disclosing Party") and BlueSky Solutions Private Limited ("Receiving Party"), each a "Party" and together the "Parties". This Agreement is made and shall be enforceable under the Indian Contract Act, 1872 ("ICA 1872"), and is binding upon the Parties and their respective successors and permitted assigns.

PURPOSE

The Parties wish to explore a potential merger, acquisition, or business combination. In connection therewith, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party solely for the evaluation and pursuit of that purpose (the "Permitted Purpose"). Nothing in this Agreement confers any licence, right, title, or interest in or to any Confidential Information except as expressly provided herein (ICA 1872 s. 10 — valid contract requires free consent, consideration, capacity, and lawful object).

CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information or data disclosed by the Disclosing Party to the Receiving Party, in any form or medium (written, oral, electronic, visual, or otherwise), that is designated as "confidential" or "proprietary", or that a reasonable person in the industry would consider confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, technical specifications, customer and vendor lists, pricing data, software source code, personnel information, marketing strategies, and proprietary processes or methods. Where Confidential Information constitutes "personal data" as defined under the Digital Personal Data Protection Act, 2023 ("DPDPA 2023"), the Receiving Party shall additionally comply with its obligations as a Data Fiduciary or Data Processor (as applicable) under the DPDPA 2023, including obligations regarding purpose limitation, data minimisation, storage limitation, and security safeguards.

OBLIGATIONS OF RECEIVING PARTY

BlueSky Solutions Private Limited agrees to: (a) hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of Nexus Technologies Private Limited; (b) use Confidential Information solely for the Permitted Purpose; (c) protect Confidential Information using at least the same degree of care it uses to protect its own most sensitive proprietary information, but in no event less than reasonable care; (d) restrict access to authorised employees, officers, directors, and professional advisors who have a strict need to know and are bound by written confidentiality obligations no less protective than this Agreement; and (e) promptly notify Nexus Technologies Private Limited in writing upon becoming aware of any actual or suspected unauthorised disclosure of Confidential Information, and take all reasonable steps to mitigate the effects thereof (ICA 1872 s. 73 — duty to mitigate loss).

STANDARD EXCLUSIONS

The obligations of confidentiality under this Agreement do not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure, as evidenced by contemporaneous written records; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information, as evidenced by written records; (d) is lawfully received from a third party without restriction on further disclosure; or (e) is required to be disclosed by applicable Indian law, an order of a competent Indian court, or a directive from a government authority having jurisdiction, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent permitted by law) and cooperates in seeking a protective order.

TERM

This Agreement shall be effective from the Effective Date and shall remain in force for two (2) years, after which the general obligations of confidentiality shall expire. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party; obligations under Clauses 2, 3, and 7 shall survive termination or expiry.

RETURN OR DESTRUCTION

Upon written request by Nexus Technologies Private Limited, or upon expiration or termination of this Agreement, BlueSky Solutions Private Limited shall promptly: (a) return to Nexus Technologies Private Limited all Confidential Information and materials (in any form, including electronic copies) in its possession, custody, or control; or (b) certifiably destroy the same and provide written certification of destruction within fifteen (15) days of such request. Any retention required by applicable Indian law shall remain subject to continued confidentiality obligations under this Agreement. Where personal data is involved, BlueSky Solutions Private Limited shall also comply with applicable erasure and return obligations under the DPDPA 2023.

REMEDIES

The Parties acknowledge that a breach or threatened breach of this Agreement may cause irreparable harm for which monetary compensation under ICA 1872 s. 73–74 alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction, in addition to any other legal remedies available under Indian law.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. The Parties irrevocably submit to the exclusive jurisdiction of the courts at Mumbai, Maharashtra, including the relevant High Court, for the resolution of all disputes arising out of or in connection with this Agreement.

GENERAL PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, understandings, and agreements, whether written or oral. Amendment: No amendment is valid unless made in writing and signed by duly authorised representatives of both Parties. Severability: If any provision is held invalid, illegal, or unenforceable by a competent Indian court, the remaining provisions shall continue in full force and effect; the affected provision shall be modified to the minimum extent necessary to render it valid and enforceable. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights. No Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all assets. Electronic Execution: This Agreement may be executed electronically; electronic signatures are valid and enforceable under the Information Technology Act, 2000 (IT Act 2000 s. 5). Counterparts: This Agreement may be executed in counterparts, each of which constitutes an original.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

DISCLOSING PARTY

Rajesh Kumar Sharma

Director

Nexus Technologies Private Limited

Date: ____________________

RECEIVING PARTY

Priya Mehta

Managing Director

BlueSky Solutions Private Limited

Date: ____________________

What Is a Non-Disclosure Agreement in India?

A Non-Disclosure Agreement (NDA), also known as a Confidentiality Agreement, is a legally binding contract under which one or more parties agree not to disclose confidential information shared between them. In India, NDAs are commonly used by startups, corporations, and individual entrepreneurs to protect trade secrets, business strategies, proprietary technology, and sensitive financial data before entering negotiations, partnerships, or employment arrangements.

Indian businesses rely heavily on NDAs when engaging with vendors, investors, potential employees, and collaborators. The agreement typically defines what constitutes confidential information, the duration of the confidentiality obligation, the permitted uses of the information, and the remedies available in the event of a breach. Mutual NDAs are used when both parties share sensitive information, while unilateral NDAs are standard in employer-to-employee or client-to-vendor relationships.

Under Indian law, an NDA is enforceable as a contract under the Indian Contract Act 1872, provided it satisfies the essential elements of a valid contract — namely, offer, acceptance, free consent, lawful consideration, and lawful object. The Information Technology Act 2000 and the Digital Personal Data Protection Act 2023 (DPDPA) add important layers of regulation when the confidential information includes personal data or electronically stored records. Courts in India, including the High Courts and the Supreme Court of India, have consistently enforced well-drafted NDAs through injunctions under the Specific Relief Act 1963 and the Code of Civil Procedure 1908.

What's Covered in This NDA Template

Our India-specific NDA template covers all essential provisions required to protect your confidential information under Indian law.

Definition of Confidential Information

Clearly defines what information is considered confidential, including trade secrets, technical data, business plans, and personal data protected under DPDPA 2023.

Disclosure Obligations

Sets out the specific circumstances under which confidential information may be disclosed, including disclosures required by Indian courts or regulatory authorities.

Permitted Use

Restricts use of confidential information to the specific purpose stated in the agreement, preventing misuse for competitive advantage.

Duration of Confidentiality

Specifies how long the confidentiality obligation remains in force, which may extend beyond the termination of the underlying business relationship.

Exclusions from Confidentiality

Lists standard carve-outs such as information already in the public domain, independently developed information, or information disclosed with the disclosing party's consent.

Return or Destruction of Information

Requires the receiving party to return or securely destroy confidential materials upon request or at the end of the agreement period.

Remedies for Breach

Outlines remedies including injunctive relief under the Specific Relief Act 1963 and damages, recognising that monetary damages alone may be inadequate for confidentiality breaches.

Stamp Duty & Execution

Notes the requirement to stamp the agreement under the Indian Stamp Act 1899, with applicable stamp duty varying by state (e.g., Maharashtra, Delhi, Karnataka).

Governing Law & Jurisdiction

Designates Indian law as the governing law and specifies the jurisdiction of a particular High Court or District Court for dispute resolution.

Arbitration Clause

Includes an optional arbitration clause under the Arbitration and Conciliation Act 1996 for faster, confidential resolution of disputes.

DPDPA 2023 Compliance

Incorporates obligations aligned with India's Digital Personal Data Protection Act 2023 where the confidential information includes personal data of Indian residents.

Signatures & Witnesses

Provides a structured signature block compliant with Indian execution requirements, including space for authorised signatories of companies and for individual witnesses.

How to Create an NDA in India

Follow these steps to create a legally sound Non-Disclosure Agreement tailored to your Indian business needs.

1
Identify the Parties
Clearly name each party — individual or entity — along with their registered address. For companies, include the Corporate Identification Number (CIN) and the name of the authorised signatory.
2
Define the Confidential Information
Be specific about what information is protected. The more precisely you define confidential information, the easier it is to enforce the agreement before an Indian court.
3
Set the Term & Obligations
Specify the duration of the NDA, the permitted purpose, and the standard of care required to protect the information (typically the same care used for the receiving party's own confidential information).
4
Stamp & Execute the Agreement
Print the agreement on stamp paper of the appropriate denomination for your state under the Indian Stamp Act 1899. Both parties must sign, and it is advisable to have the signatures witnessed.
5
Store & Register (if Required)
Keep signed copies with each party. While NDAs are generally not required to be registered under the Registration Act 1908, certain embedded intellectual property assignments may trigger registration requirements.

Legal Considerations for NDAs in India

Before finalising your NDA, consider these important legal points specific to the Indian jurisdiction.

This template is for informational purposes only and does not constitute legal advice. Consult a qualified Indian advocate or legal practitioner for advice specific to your situation.

Reviewed for Indian law

Indian Contract Act 1872

An NDA must meet all requirements of a valid contract under the Indian Contract Act 1872 — free consent, competent parties, lawful consideration, and a lawful object. Agreements obtained by coercion, undue influence, fraud, or misrepresentation are voidable under the ICA. Ensure the NDA is not unconscionable or contrary to public policy, as such agreements may be declared void by Indian courts.

Digital Personal Data Protection Act 2023

Where the confidential information includes personal data of Indian residents, the DPDPA 2023 imposes obligations on both the data fiduciary and data processor. Your NDA should address data localisation, purpose limitation, retention limits, and the rights of data principals. Non-compliance with the DPDPA can attract significant financial penalties from the Data Protection Board of India.

Stamp Duty Requirements

In India, agreements must be stamped under the Indian Stamp Act 1899 or the relevant state Stamp Act (e.g., the Maharashtra Stamp Act). Insufficient stamping renders the document inadmissible as evidence in court until the deficit stamp duty and penalty are paid. Stamp duty rates vary by state and the nature of the agreement.

Enforcement & Injunctive Relief

If a party breaches an NDA, the aggrieved party may seek an injunction from the High Court or District Court under the Specific Relief Act 1963 and the Code of Civil Procedure 1908. Indian courts have granted temporary injunctions to restrain disclosure of trade secrets, recognising the irreparable harm principle. An arbitration clause can provide a faster private remedy under the Arbitration and Conciliation Act 1996.

Frequently Asked Questions

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