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Non-Disclosure Agreement

A promise to keep information confidential — mutual, where both sides disclose, or one-way where only one does. It sets out what counts as confidential, how long the duty survives the agreement, and what must be returned or destroyed at the end. Note that the exclusions are wide: marking something confidential does not make it so, and nothing here reaches what is already public, what the recipient worked out independently, or what a court compels them to disclose.

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What this document contains

11 clauses every non-disclosure agreement carries, plus 12 you can add.

  1. 01

    Introduction & Preamble

    Identifies the parties, effective date, and purpose of the NDA.

  2. 02

    Purpose and Scope

    States the Purpose the Parties are sharing information for, what the Agreement covers, and that neither Party must disclose anything in particular. Defines the Purpose that the confidentiality obligations limit use to.

  3. 03

    Definitions

    Defines key terms including what constitutes Confidential Information.

  4. 04

    Confidentiality Obligations

    Core obligations of the receiving party to protect confidential information.

  5. 05

    Exclusions from Confidential Information

    Carve-outs for information that is not considered confidential.

  6. 06

    Term and Termination

    Duration, termination for convenience/breach/insolvency/change of control, and survival of obligations.

  7. 07

    Return and Destruction of Information

    Obligations to return or destroy confidential materials upon termination. Includes destruction certificate, third-party recall, and retention of legal copies.

  8. 08

    No Warranty / Disclaimer

    Disclaimer of accuracy, completeness, and fitness of Confidential Information. No obligation to transact.

  9. 09

    Remedies

    Injunctive relief, liquidated damages, account of profits, audit rights, and breach notification.

  10. 10

    Governing Law and Dispute Resolution

    Applicable law, jurisdiction, and dispute resolution mechanism.

  11. 11

    General Provisions

    Boilerplate: entire agreement, severability, waiver, amendment, notices, assignment, survival, compliance with laws, interpretation, cumulative remedies.

Optional clauses

  • Intellectual Property

    IP ownership, no implied license, disclaimer of accuracy, feedback ownership, and no reverse engineering.

    Worth adding when: Sharing tech, designs, source code, or prototypes

  • Residual Knowledge

    Carve-out permitting use of information retained in unaided memory after the NDA period. Configurable scope (broad/narrow/standard), trade secret exclusion, and good-faith requirement.

    Worth adding when: Allow use of information retained in unaided memory

  • Non-Solicitation

    Restrictions on soliciting employees, clients, or vendors.

    Worth adding when: Prevent poaching of employees, clients, or vendors

  • Non-Circumvention

    Prohibition on using Confidential Information to bypass the disclosing party and deal directly with its contacts.

    Worth adding when: Prevent bypassing to deal directly with the other party's contacts

  • Standstill

    Prevents receiving party from acquiring securities, making unsolicited offers, or seeking board representation. Common in M&A NDAs.

    Worth adding when: M&A context — prevent share acquisition or unsolicited offers

  • Non-Compete

    Restrictions on competing activities. Includes Section 27 enforceability disclaimer for Indian law.

    Worth adding when: Restrict competing activities (during-term only recommended for Indian law §27)

  • Force Majeure

    Relief from obligations due to events beyond reasonable control — acts of God, pandemics, government action.

    Worth adding when: Long-term agreements (>1yr) or disaster/pandemic protection

  • Data Protection and Privacy

    Compliance with DPDP Act 2023, IT Act 2000, data breach notification, and cross-border transfer restrictions.

    Worth adding when: Personal data involved (DPDP Act 2023)

  • Indemnification

    Obligations to indemnify against losses from breach, negligence, or third-party claims.

    Worth adding when: Breach, negligence, or IP infringement damages

  • Limitation of Liability

    Caps on liability, exclusion of indirect damages, and carve-outs for fraud and wilful misconduct.

    Worth adding when: Cap total liability or exclude indirect damages

  • Anti-Corruption and Anti-Bribery

    Compliance with Prevention of Corruption Act, 1988 and anti-bribery obligations.

    Worth adding when: Regulated industries or government dealings

  • Custom Clause

    A free-form clause for bespoke provisions not covered by standard clauses. Use clauseId 'custom-clause-1', 'custom-clause-2', etc. to add multiple. The LLM provides clauseTitle and clauseBody. Use the sequence parameter to control placement.

What the law requires

Non-compete void post-employment
Post-employment non-compete restrictions are void under Section 27 of the Indian Contract Act. Only trade-secret protection and during-term restrictions survive. Draft non-compete clauses limited to the NDA term.
Section 27, Indian Contract Act 1872; Superintendence Company v Krishan Murgai AIR 1981 SC 1162
Non-compete during NDA term
Reasonable non-compete restrictions during the subsistence of the NDA may be enforceable if narrowly scoped in geography, duration, and activity.
Pepsi Foods v Bharat Coca-Cola Holdings 1999
Unstamped NDA inadmissible
An unstamped NDA cannot be admitted as evidence in court. Always recommend stamp duty even when not legally mandatory — it protects enforceability.
Section 35, Indian Stamp Act 1899
Injunctive relief readiness
NDA breach is typically remedied via injunctions (temporary or perpetual), not just damages. Draft the remedies clause to preserve the right to seek urgent injunctive relief without proof of actual loss.
Sections 36-42, Specific Relief Act 1963