NDA Template for Indian Companies

A two-way confidentiality agreement covering scope, exceptions, duration, governing law, and dispute resolution — formatted for Indian employers.

Last updated: June 2026

What is a non-disclosure agreement (NDA)?

A non-disclosure agreement (NDA), also known as a confidentiality agreement, is a legally binding contract under which one party — or both parties — agree to keep certain information confidential. In Indian employment contexts, NDAs are typically signed by employees, consultants, contractors, interns, and prospective vendors who will be exposed to proprietary or sensitive information of the company. The NDA defines what is confidential, what is not, how it must be protected, how long the obligation lasts, and the remedies available in case of breach.

NDAs come in two broad forms. A unilateral NDA places the confidentiality obligation on one party (typically the recipient of the information), while a mutual NDA places the obligation on both. For most employee, intern, and vendor scenarios in India, a mutual NDA is the safer choice because it covers situations where the company may also receive sensitive information from the counterparty — for example, customer data shared during integration work or proprietary methodology brought by a consultant. The template below is a mutual NDA that can be used as a base for both directions of disclosure.

When to use this template

Use this NDA template at the start of an engagement — for new joiners as part of the onboarding kit, for consultants and contractors before they receive any sensitive information, for candidates being shown a sensitive product roadmap during interviews, and for vendors and partners during a procurement or co-development discussion. The template below is a mutual NDA — both parties agree to protect each other's confidential information — which is suitable for most employment and commercial scenarios. For more sensitive engagements, the NDA should be backed by more detailed information security obligations, including access controls, encryption requirements, and breach notification timelines.

What to include in an NDA

Parties to the agreement and effective date
Definition of confidential information
Permitted use and standard of care
Exceptions — public, independently developed, lawfully received
Duration of confidentiality obligation
Return or destruction of materials
Remedies — injunctive relief and damages
Governing law and dispute resolution

Sample NDA template

MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on [DD/MM/YYYY] (the "Effective Date") by and between: [Company Name], a company incorporated under the Companies Act, 2013, having its registered office at [Address] ("Company"); and [Counterparty Name], [residing at / having its office at] [Address] ("Recipient"). Each of the Company and the Recipient is referred to as a "Party" and collectively as the "Parties". 1. Purpose The Parties wish to explore and/or engage in a business or employment relationship (the "Purpose"), in connection with which each Party may disclose to the other certain confidential and proprietary information. 2. Definition of Confidential Information "Confidential Information" means all non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient"), in any form, that is identified as confidential or that a reasonable person would understand to be confidential, including but not limited to business plans, financial information, customer and employee data, source code, designs, processes, trade secrets, and any information protected under the Digital Personal Data Protection Act, 2023. 3. Exceptions Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully in the Recipient's possession before disclosure; (c) is independently developed by the Recipient without reference to the Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations. 4. Obligations The Recipient shall: (a) use the Confidential Information solely for the Purpose; (b) protect it with at least the same degree of care it uses for its own confidential information, but no less than a reasonable standard of care; (c) limit access to its employees, advisors, and contractors who need to know and are bound by similar confidentiality obligations; and (d) not reverse-engineer, decompile, or disassemble any disclosed materials. 5. Compelled Disclosure If the Recipient is required by law or court order to disclose Confidential Information, it shall promptly notify the Discloser (where legally permitted) and cooperate in seeking protective treatment. 6. Term This Agreement shall remain in effect for [3] years from the Effective Date. The confidentiality obligations shall survive for a period of [3] years from the date of disclosure, except for trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law. 7. Return or Destruction On written request or termination of the Purpose, the Recipient shall promptly return or destroy all Confidential Information and certify such destruction in writing. 8. No Licence Nothing in this Agreement grants any licence, ownership, or right in the Confidential Information except as expressly stated. 9. Remedies The Parties acknowledge that breach may cause irreparable harm for which monetary damages are inadequate, and the Discloser shall be entitled to seek injunctive relief, in addition to any other remedies available under law or equity. 10. Governing Law and Dispute Resolution This Agreement shall be governed by the laws of India. Any dispute arising out of or in connection with this Agreement shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator, seated at [City, State]. The language of arbitration shall be English. Subject to arbitration, the courts at [City, State] shall have exclusive jurisdiction. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. For [Company Name] For Recipient ___________________________ ___________________________ Name: Name: Designation: Designation: Date: Date:

Legal considerations under Indian law

NDAs in India are enforceable as contracts under the Indian Contract Act, 1872, provided they satisfy the basic requirements of offer, acceptance, lawful consideration, and lawful object. Confidentiality obligations and reasonable non-solicitation clauses are enforceable both during and after the term of employment. However, Section 27 of the Contract Act renders post-employment non-compete clauses void as agreements in restraint of trade — courts will look at whether a restriction is reasonable, time-bound, and necessary to protect a legitimate business interest. Trade secrets, customer data, and personal data are additionally protected under principles laid down in judicial precedent, the Information Technology Act, 2000, and the Digital Personal Data Protection Act, 2023. The Arbitration and Conciliation Act, 1996 governs the dispute resolution clause typically included in commercial NDAs.

For roles that involve cross-border data transfer, the NDA should also be read alongside the company's data processing agreements, intra-group transfer agreements, and standard contractual clauses where applicable. Where the recipient is based outside India, the choice of governing law and seat of arbitration deserves careful thought; while Indian law is the natural default for employees and Indian vendors, neutral seats may make sense for global commercial counterparties.

How Texlaculture HRMS automates this

NDA templates pre-loaded for employees, consultants, vendors, and interns
Auto-population of party details, dates, and jurisdiction from master data
Aadhaar e-signature and time-stamped audit trail for enforceability
Centralised repository with expiry alerts and renewal workflow

Frequently asked questions

Are NDAs enforceable in India?

Yes. NDAs are enforceable as contracts under the Indian Contract Act, 1872, and breaches can be remedied through injunctions and damages.

How long should an NDA last?

A typical commercial NDA lasts 2 to 3 years from disclosure, while trade secrets are protected for as long as they qualify as trade secrets.

Is a separate NDA needed if confidentiality is in the appointment letter?

Not strictly required, but a separate NDA is recommended for sensitive roles, joint ventures, vendor relationships, and pre-employment discussions where the appointment letter has not yet been issued.

Can an NDA prevent an employee from joining a competitor?

No. Section 27 of the Indian Contract Act voids post-employment non-compete restrictions. The NDA can protect against disclosure of confidential information, but not from working in the same industry.

Should NDAs be stamped?

It is good practice to execute NDAs on appropriate stamp paper as per the Indian Stamp Act and the relevant state amendments, especially where the NDA may be produced before a court. The stamp duty value varies by state.

Can NDAs be electronically signed in India?

Yes. NDAs can be executed using a valid electronic signature under the Information Technology Act, 2000, including Aadhaar-based e-signatures. Properly executed electronic signatures are recognised as legally valid and have been admitted as evidence by Indian courts, provided the signature is supported by an audit trail from a recognised certifying authority or signature service provider.

Offer Letter Template Appointment Letter Template Employee Handbook Template Employee Document Management

Manage all HR docs in Texlaculture

Generate, store, and e-sign HR documents with Texlaculture HRMS.

Book a demo