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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 2026-05-17 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:

What the NDA covers

A standard Indian NDA defines Confidential Information (technical data, business plans, customer lists, pricing, source code, financial info), the Term of confidentiality (typically 2–5 years from disclosure, longer for trade secrets), Permitted Disclosures (to employees / advisors on a need-to-know basis under matching obligations), Exclusions (info already public, independently developed, or court-ordered), and Jurisdiction — almost always the receiving party's city HC under Indian Contract Act, 1872. Our generator outputs a 2–3 page PDF you can print on plain A4 or a ₹100 e-stamp paper.

Mutual vs one-way

One-way (unilateral) NDAs bind only the receiving party — standard for hiring contractors, freelancers, or sharing your pitch deck with a potential partner. Mutual (bilateral) NDAs bind both sides — used in M&A due diligence, joint ventures, or partnerships where both parties exchange sensitive info. For a Bengaluru startup pitching to a Mumbai VC, the VC usually refuses to sign an NDA at all (deal flow protocol); for a SaaS company integrating with a banking client, expect a 7–15 page mutual NDA with strict 5-year tail and data-protection annexure.

When to use this template

  • Hiring a freelance developer, designer or marketing consultant — pair with our freelance service agreement
  • Sharing financial / product roadmap with a potential co-founder or angel
  • Discussing M&A or acqui-hire terms before exchanging due-diligence files
  • Onboarding contract employees who'll handle customer PII or source code

For full guidance on Indian NDA clauses, enforceability, and what to negotiate, read our NDA template guide for India.

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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