How to Make an NDA Agreement in India: Clauses, Format, Stamp Duty & Cost (2026)

An NDA (non-disclosure-agreement) agreement in India is a written contract that stops the receiving party from disclosing or misusing information you share. To make one, identify the parties, define the confidential information, state the purpose, limit permitted use and disclosure, add exclusions, set the duration, and include return/destruction terms and remedies. Then execute it properly and pay any stamp duty that applicable state law requires.

Quick answer

•     What it protects: confidential business information you share, such as client lists, pricing, financials, product plans and source code.

•     Who uses it: employers, startups, freelancers, consultants, vendors, investors and companies exploring a deal.

•     Essential clauses: parties, purpose, confidential information, obligations, exclusions, duration, return/destruction, remedies, governing law.

•     One-way vs mutual: one-way binds only the receiver; mutual binds both sides because both share.

•     Employee NDA: confidentiality can continue after exit, but it does not by itself stop someone working elsewhere.

•     Stamp duty: generally payable under state stamp law; the rate varies by state and document.

•     Cost: stamp duty plus any drafting or review fees. There is no standard price.

•     Validity: the term and confidentiality period the NDA states, subject to applicable law.

•     Notarisation/registration: generally not required merely because a document is an NDA.

•     After a breach: preserve evidence, review the NDA, then consider a notice and remedies with advice.

NDA at a glance

What is an NDA agreement?

An NDA (non-disclosure agreement) is a contract in which one party agrees not to disclose or misuse confidential information shared by another. In India it is governed by general contract law under the Indian Contract Act, 1872. Businesses use it whenever they must share sensitive information to get work done, for example with an employee, freelancer, vendor, investor or potential partner.

•    NDA vs confidentiality agreement: in practice, the same thing. “Confidentiality agreement” is common in employment; “NDA” in deals and vendor work. The content matters, not the label.

•    One-way (unilateral) NDA: only one side shares. Example: a D2C brand shares its launch calendar with a freelance photographer.

Mutual (bilateral) NDA: both sides share and both are bound. Example: two companies exchange cost data while evaluating a joint venture.

What is the purpose of an NDA?

An NDA lets you share what someone needs to know, sets limits on how they use it, and gives you a contractual basis to act if those limits are broken. Businesses commonly protect:

•    Business plans and client information

•    Pricing and financial information

•    Product plans, source code and technical information

•    Marketing strategies

•    Trade secrets and proprietary processes

What an NDA does not automatically protect:

•   It binds only those who sign it.

•   It usually excludes information that is public, already known to the receiver, or independently developed.

•   It does not give you ownership of a brand or creative work. For that, see trademark registration or copyright registration.

It does not prevent a leak; it gives you a remedy afterwards.

When should a business use an NDA?

Sign before the information is shared. Typical situations:

•    Employees: a new finance manager sees bank statements and investor reports in week one.

•    Freelancers and consultants: a designer gets unreleased packaging; a pricing consultant gets your cost sheet.

•    Vendors: a manufacturer receives product specifications and order volumes.

•    Investors: you share unit economics during due diligence. Many early-stage investors decline to sign NDAs at the pitch stage, so share only what is necessary until talks progress.

•    Partners, joint ventures and acquisitions: companies exchange client data, contracts and financials while evaluating a deal.

•    Technology projects: an agency builds an app around your proprietary algorithm.

•    Co-founders: founders share early work before incorporation. If you are setting up the venture, compare business structures so that work is owned by the right entity.

How to make an NDA agreement in India

To make an NDA, decide who is sharing what, with whom and why, then turn those answers into clauses covering the parties, confidential information, purpose, permitted use, exclusions, obligations, duration, return/destruction, IP, remedies and governing law. Finish by paying the applicable stamp duty and having authorised persons sign.

1.   Identify the parties. Use exact legal names and addresses. A private limited company or LLP should sign in its own name through an authorised signatory, not through a founder personally.

2.   Define confidential information. List the categories that matter and say whether oral disclosures are covered.

3.   State the purpose. For example, “to evaluate a possible supply arrangement”. Use is limited to this.

4.   Define permitted use and disclosure. Specify who may access the information, such as employees and advisers who need it.

5.   Add exclusions. Public, already known, independently developed or lawfully received information.

6.   Set confidentiality obligations. Keep information secret, protect it with reasonable care, and report any leak.

7.    Specify the duration. The agreement term and how long confidentiality continues afterwards.

8.   Add return/destruction provisions. Return or delete information on request or at the end, and confirm in writing.

9.   Address intellectual property. Sharing does not transfer ownership or grant a licence.

10.  Add remedies. Injunctive relief, damages and, where appropriate, an indemnity.

11.   Choose governing law and jurisdiction. Indian law and named courts, or arbitration with a named seat.

12.   Execute the agreement properly. Pay the applicable stamp duty, sign, date and keep copies.

Essential NDA clauses

A well-drafted NDA identifies the parties, defines confidential information, states the purpose, sets obligations, permitted disclosures and exclusions, fixes the duration, requires return or destruction, protects IP, provides remedies and sets governing law and dispute resolution. The exact clauses depend on the relationship; a vendor NDA and an acquisition NDA will differ.

NDA agreement format in India

There is no single mandatory NDA format in India. No statute prescribes a layout, and courts look at the substance of the terms rather than their order. A clear structure still makes the agreement easier to read and enforce. A practical order is:

1.    Title

2.    Date

3.    Parties

4.    Background/purpose

5.    Definition of confidential information

6.    Confidentiality obligations

7.    Permitted disclosures

8.    Exclusions

9.    Term

10.  Confidentiality period

11.   Return/destruction

12.   Intellectual property

13.   Remedies

14.   Governing law

15.   Jurisdiction/dispute resolution

16.   General provisions

17.     Signatures

Basic NDA agreement format

Illustrative NDA format — not a universal legal template. This sample one-way NDA was written for this article. It is not legal advice and will not suit every relationship. Adapt the party details, purpose, information categories, duration, jurisdiction, remedies and any commercial terms before use.    

NON-DISCLOSURE AGREEMENT

This Agreement is made on [date] at [city].

1. Parties. [Disclosing Party name, address, CIN/ID] (“Disclosing Party”) and [Receiving Party name, address, ID] (“Receiving Party”).

2. Purpose. The Disclosing Party will share information solely to [purpose, for example “evaluate a website development project”] (the “Purpose”).

3. Confidential Information. Non-public information disclosed by the Disclosing Party in any form, including [categories, for example client data, pricing, designs and source code].

4. Confidentiality obligation. The Receiving Party will keep the Confidential Information confidential, use it only for the Purpose, and protect it with at least reasonable care.

5. Permitted disclosure. The Receiving Party may disclose it to employees or advisers who need it for the Purpose and are bound by similar duties, or where required by law, after informing the Disclosing Party where lawful.

6. Exclusions. This Agreement does not cover information that becomes public without the Receiving Party’s fault, was already lawfully known to it, is independently developed, or is lawfully received from a third party without restriction.

7. Term. This Agreement covers disclosures made within [period]. Confidentiality obligations continue for [period] after the last disclosure.

8. Return/destruction. On request, or when the Purpose ends, the Receiving Party will return or destroy the Confidential Information and confirm this in writing.

9. Remedies. The Disclosing Party may seek injunctive relief and/or damages for breach, in addition to other remedies available in law.

10. Governing law. This Agreement is governed by the laws of India. The courts at [city] shall have jurisdiction [or: disputes shall be referred to arbitration seated at (city)].

Signatures. For each party: name, designation, signature and date.

Using an NDA template: what to check first

Many businesses start from a standard NDA form or a Word NDA template. That can work for simple, low-risk sharing if you first check that:

•     The parties, purpose and information categories match your situation.

•     The duration and jurisdiction suit your business.

•     It does not borrow clauses from foreign law that sit awkwardly with Indian law.

•     It does not add restrictions you do not need, such as a non-compete in a vendor NDA.

Do not use a generic template unchanged for employee relationships, investor discussions, M&A transactions, cross-border deals or complex technology arrangements. Each raises issues, such as data protection, foreign law or IP ownership, that a basic NDA does not address.

Mutual non-disclosure agreement

A mutual NDA is an agreement in which both parties share confidential information and both promise to protect what they receive. It is common in partnership talks, joint ventures, technology integrations and acquisitions. Unlike a one-way NDA, where only the receiver has duties, the definitions, obligations, exclusions and return terms apply to both sides.

Example. A Pune-based logistics startup and a cold-storage operator are planning a combined service for pharma clients. The startup shares its routing software and demand forecasts; the operator shares capacity, rates and client contracts. Both are exposed, so a mutual confidentiality and non-disclosure agreement is the sensible choice.

When working from a mutual NDA template, watch for imbalance. If one side shares far more sensitive material, symmetrical terms may under-protect it; add specific provisions such as restricted access or a longer confidentiality period for that material.

Employee NDA and confidentiality agreement

An employee NDA is a confidentiality agreement, or set of clauses in an appointment letter, under which an employee agrees to protect the employer’s confidential information during and after employment. It governs how employees handle company information. It does not decide whether they can work elsewhere later.

•    Information commonly protected: client and supplier data, pricing, financials, source code, product roadmaps, strategy, and personal data of colleagues and customers.

•    During employment: use information only for work and share it only through authorised channels.

•    After employment: confidentiality can continue for the period stated, and for genuine trade secrets while they remain secret, depending on the agreement and applicable law.

•    Return of property: laptops, files, access cards and credentials are returned on exit, with confirmation that personal copies are deleted.

•    Data and security: the agreement often links to IT and data-security policies, such as no forwarding to personal email.

Exclusions: general skills, experience and industry knowledge are not the employer’s confidential information, and neither is publicly known information or what the employee knew before joining. A clause that tries to stop someone using their general expertise is unlikely to be fair or enforceable.

NDA vs non-compete agreement

An NDA focuses on confidentiality: what protected information can be used or disclosed, and how. A non-compete seeks to restrict competitive activity, such as joining a rival or starting a competing business, and raises separate legal issues. Searches for an “NDA and non-compete agreement template” often treat them as one document, but they should be considered separately.

Section 27 of the Indian Contract Act, 1872 makes an agreement restraining anyone from a lawful profession, trade or business void to that extent, subject to a limited exception for the sale of goodwill. Courts have treated restrictions operating during employment differently from those applying after it ends. Post-employment non-compete restrictions raise separate enforceability issues under Section 27 and applicable case law, and courts have frequently declined to enforce them. Employers usually rely instead on confidentiality, return-of-property and, where appropriate, non-solicitation terms, and should take advice before restricting future work.

NDA stamp duty in India

Stamp duty is a tax on instruments, levied under the Indian Stamp Act, 1899 or a state’s own stamp law. The duty on an NDA depends on the relevant state’s schedule and on how the instrument is classified, so there is no single nationwide NDA stamp duty. Check the current state schedule before signing.

•   State: each state sets its own rates. Duty generally follows the state of execution, and more may become payable if the document is later brought into a state with a higher rate.

•    Nature of the instrument: an NDA with no monetary value often falls under a general “agreement” entry, but clauses such as an indemnity or payment obligation may change its classification.

•    Payment method: depending on the state, non-judicial stamp paper, e-stamping (for example through SHCIL) or franking.

Maharashtra example: A 2023 Bombay High Court decision classified an employee non-disclosure and non-solicitation agreement with no monetary value under Article 5(h)(B) of the Maharashtra Stamp Act, 1958, where the applicable amount was ₹100 at that time. The Maharashtra Stamp (Amendment) Act, 2024 subsequently increased the amount under that entry to ₹500. This does not mean that every NDA in Maharashtra automatically attracts ₹500; the applicable stamp-duty entry should be checked based on the nature and terms of the instrument.

Unstamped or under-stamped NDAs. In December 2023, a seven-judge bench of the Supreme Court held that non-stamping or inadequate stamping does not make an instrument void; it makes it inadmissible in evidence until the defect is cured under the Stamp Act (judgment, para 48). That ruling arose in an arbitration context under the Indian Stamp Act, 1899, and state laws on penalties and procedure can differ. In practice, an unstamped NDA can face delay and penalty exactly when you need to rely on it.

NDA agreement cost in India

The cost of an NDA in India usually combines stamp duty under the applicable state law with any professional fees for drafting, review, negotiation or revisions. There is no standard price. Adapting a reviewed template for a simple one-way NDA costs far less than negotiating a mutual NDA for an acquisition or cross-border deal.

Professional fees typically depend on:

•    Simple vs customised: adapting a reviewed template is quicker than fresh drafting.

•    One-way vs mutual: mutual NDAs usually need more negotiation.

•    Employee vs commercial: employee agreements are often standardised once and reused; commercial NDAs are often negotiated per deal.

•     Number of parties: three-party or consortium NDAs take longer.

•     Sensitivity: source code, M&A data and trade secrets justify more careful drafting.

•     Cross-border elements: foreign law and arbitration clauses add work.

•     Review vs drafting: reviewing the other side’s NDA is often quicker than preparing your own.

If you share confidential information often, one reviewed master NDA per relationship type usually costs less over time than drafting each one afresh.

Is NDA registration or notarisation required?

An NDA generally does not need notarisation or registration merely because it is an NDA. It does need proper execution and compliance with the applicable stamp law. Notarisation can still be useful in particular situations, but it is generally a choice rather than a legal requirement for NDAs.

Execution

Authorised signatories should sign in the agreed manner. Electronic execution can be used where legally recognised and appropriate: the Information Technology Act, 2000 recognises electronic records, electronic signatures and contracts formed electronically, except for documents listed in its First Schedule (such as wills and trusts). An ordinary commercial NDA is not one of those excluded categories. Make sure stamping works with e-signing, for example by attaching an e-stamp certificate before signing.

Stamp duty

This depends on the applicable state stamp law, as explained above.

Notarisation

Not generally required. Parties sometimes choose it to strengthen proof of identity and signatures, for example with an individual counterparty or for use abroad. It does not replace stamp duty or strengthen a weak clause.

Registration

Compulsory registration under the Registration Act, 1908 mainly concerns instruments affecting immovable property and certain other specified documents. An NDA generally does not fall within these merely because it is an NDA. If it forms part of a wider transaction that needs registration, take advice on that transaction.

How long is an NDA valid?

An NDA is valid for the period its own terms set, subject to applicable law. Most NDAs separate the agreement term, during which disclosures are covered, from the confidentiality period, which sets how long secrecy continues afterwards. Some obligations survive the end of the relationship, and trade secrets may be protected while they remain secret.

•     Agreement term: for example, the length of a project or negotiation.

•     Confidentiality period: how long the duty continues after disclosure or termination.

•     Continuing obligations: confidentiality, return/destruction and remedies clauses usually survive termination.

•     Trade secrets: may be protected for as long as they stay secret, if the NDA provides for it.

There is no single correct duration. Pricing may lose value within a year or two; source code or a manufacturing process may need much longer protection.

What happens if someone breaches an NDA?

After an NDA breach, the affected party can usually send a legal notice and seek remedies such as an injunction to stop further misuse or damages for loss. The availability of any remedy depends on the NDA’s terms, the evidence and the agreed forum (courts or arbitration). Start with evidence and a careful reading of the agreement.

1.    Preserve evidence. Save emails, access logs, downloads and messages. Do not alter devices or files.

2.    Review the NDA. Check the definition, exclusions, duration, notice and dispute-resolution clauses.

3.    Identify what was disclosed. What was shared or misused, with whom, when, and the harm caused.

4.    Consider appropriate notice. A legal notice can ask the other party to stop, return or delete information.

5.    Consider contractual remedies. These may include an injunction, damages or an indemnity claim. With an arbitration clause, disputes generally go to arbitration, and courts may grant interim relief in suitable cases.

6.    Seek professional advice where necessary, especially before filing proceedings, if the NDA is unstamped, or if a former employee is involved.

Common NDA mistakes

•    Using a generic template unchanged

•    Naming the wrong party, such as a founder instead of the company

•    Defining confidential information poorly, or as “all information”

•    Leaving out exclusions

•    Not stating a purpose, which makes misuse harder to show

•    No duration

•    No return/destruction clause

•    Confusing confidentiality with IP ownership: an NDA protects secrecy, not ownership of work created

•    Assuming an NDA protects everything, including against outsiders

•    Adding inappropriate post-employment restrictions

•    Failing to consider stamp duty

•    Using an NDA instead of the main commercial or service agreement

NDA checklist before signing

Correct parties

Purpose

Confidential information defined

Exclusions

Permitted disclosure

Confidentiality obligations

Duration

Return/destruction

IP provisions

Remedies

Governing law

Jurisdiction/dispute resolution

Applicable stamp duty paid

Proper execution by authorised signatories

Frequently asked questions

What is an NDA agreement in India?

It is a contract under which one or both parties promise to keep shared business information confidential and use it only for an agreed purpose. It is governed by the Indian Contract Act, 1872. Startups, employers, freelancers, vendors and companies use NDAs before sharing sensitive material such as pricing, client data, plans or source code.

Can I create an NDA agreement myself?

Yes. Indian law does not require a lawyer to draft an NDA. You can prepare one yourself or adapt a template, provided you tailor the parties, purpose, information categories, duration and jurisdiction. For employee agreements, investor discussions, acquisitions or cross-border deals, a professional review is advisable because mistakes in scope or wording are hard to correct later.

Is an NDA valid without registration or notarisation?

Generally yes. An NDA does not usually need registration or notarisation to be valid. It should, however, be properly executed and stamped as required by the applicable state stamp law. The Supreme Court has held that inadequate stamping makes an instrument inadmissible in evidence until cured, rather than void, so stamping at signing avoids later problems.

How much does an NDA agreement cost in India?

There is no fixed price. Total cost usually includes stamp duty under your state’s law plus any professional fees for drafting, review or negotiation. A simple one-way NDA adapted from a reviewed template costs relatively little, while a negotiated mutual NDA for an acquisition, investor or cross-border deal involves more time and therefore higher fees.

Can an employee sign an NDA with an employer?

Yes. Employers commonly ask employees to sign a confidentiality agreement or accept confidentiality clauses in the appointment letter. These terms can apply during employment and, for genuinely confidential information, after it ends. They cannot generally prevent an employee from using general skills and experience, and post-employment non-compete restrictions raise separate legal issues.

What happens if someone breaches an NDA?

The affected party should preserve evidence and review the agreement first. Depending on the terms and facts, it may send a legal notice and seek an injunction, damages or other contractual remedies before a court or arbitral tribunal. Outcomes depend on the evidence, the clarity of the NDA and whether it has been properly stamped.