Non-Disclosure Agreement (NDA) Drafting

A Non-Disclosure Agreement (NDA), also called a Confidentiality Agreement (CA) or Secrecy Agreement, is a legally binding contract under the Indian Contract Act 1872 in which one or both parties agree to keep certain specified information confidential and not disclose it to third parties without authorization. NDAs are essential in virtually every business context where sensitive information is shared: technology and software development (sharing source code, product roadmaps, technical architecture with vendors or partners), mergers and acquisitions (sharing financials, client lists, intellectual property during due diligence), employment relationships (protecting trade secrets, customer data, and proprietary processes from current and departing employees), investor-founder discussions (sharing business plans, financial projections, and product demos with potential investors), and franchise or licensing arrangements (sharing proprietary systems, recipes, and operational know-how). In India, NDAs can be unilateral (one-way — only one party discloses, only the recipient is bound) or mutual (both parties disclose and both are bound). Key drafting elements include: a precise definition of what constitutes "confidential information" (and clear carve-outs for information already in the public domain, independently developed information, and information received from third parties), permitted disclosures (to employees, advisors, courts), the duration of the confidentiality obligation (during the term and typically 2–5 years post-term), the remedies for breach (injunctive relief under Section 55 of the Specific Relief Act 1963 and damages), and the governing law and jurisdiction. Indian courts regularly grant injunctions for NDA breaches where monetary compensation would be inadequate, making a well-drafted NDA a powerful legal tool.