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NDA Generator (India)

Mutual or one-way non-disclosure agreement covering confidential information, term, permitted disclosures and jurisdiction. Print on plain paper or ₹100 stamp paper.

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This Non-Disclosure Agreement (the "Agreement") is entered into on 2026-05-07 at _______________, BETWEEN:

(1) _______________, having its address at _______________ (hereinafter "Party A");

AND

(2) _______________, having its address at _______________ (hereinafter "Party B").

Party A and Party B are individually a "Party" and collectively the "Parties".

WHEREAS the Parties wish to exchange certain confidential information for the purpose of evaluating a potential business relationship, and the disclosure of such information is intended to be mutual; the Parties agree as follows:

1. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), in any form, including business plans, financial data, customer lists, technical know-how, code, designs and trade secrets.

2. OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party shall: (a) hold the Confidential Information in strict confidence; (b) not disclose it to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose stated above; and (d) protect it with the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

3. EXCLUSIONS
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided prompt notice is given.

4. TERM
This Agreement shall remain in force for a period of 3 year(s) from the Effective Date. The confidentiality obligations shall survive termination for an equal period.

5. NO LICENCE
Nothing in this Agreement grants either Party any rights, by licence or otherwise, in any Confidential Information of the other Party.

6. RETURN OF MATERIALS
Upon written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing.

7. REMEDIES
The Parties acknowledge that breach of this Agreement may cause irreparable harm and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

8. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by the laws of India. The courts at _______________ shall have exclusive jurisdiction.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.


For Party A:                 For Party B: 

Signature: _______________________      Signature: _______________________

Name:                                    Name:

Designation:                             Designation:

FAQ

Do NDAs need to be on stamp paper in India?

Not required for validity, but a stamped NDA is admissible directly in evidence. Rs.100 stamp paper is the common value. An unstamped NDA can be stamped later by paying duty + a small penalty.

How long should the confidentiality term be?

For business deals: 2-3 years post-disclosure is typical. For trade secrets / source code: 5+ years or perpetual. Indian courts have held overly long terms (10+ years) on routine info as restraint of trade.

Mutual or one-way NDA?

Mutual when both sides will share confidential info (most discussions). One-way when only one party discloses (e.g., a startup pitching to investors who themselves share nothing).

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