Non-Disclosure Agreement Drafting Define what is confidential, and what happens if it leaks
One-way or mutual NDAs covering source code, financials, customer data, pricing and product plans. An advocate we work with drafts and issues the NDA. Regikart works out what needs protecting, for how long, and which carve-outs belong in it.
Reviewed by an advocate we work with · Last updated 24 September 2026
Tell us what you are sharing and with whom. We confirm the structure and quote in writing before any drafting starts.
Starting at
₹1,999
Non-Disclosure Agreement
Startups, vendors and enterprises sharing confidential information with third parties.
Timeline
1-3 working days from documents
Non-Disclosure Agreement, explained in plain English.
An NDA is a contract that defines what information is confidential, limits what the receiving side may do with it, and says when it must be returned or destroyed. India has no separate trade secrets statute, so for most businesses the NDA is the protection.
If what you are sharing is an invention, see patent registration before you disclose it. To tie a co-founder in, use a founders agreement, which covers vesting, IP assignment and exits.
One-way or mutual: pick before you draft
A one-way NDA protects one side's information. A mutual NDA protects both. The choice changes half the clauses, so it is the first question we ask.
| One-way NDA | Mutual NDA | |
|---|---|---|
| Who is protected | Only the disclosing side | Both sides |
| Typical use | You brief an agency, a developer, a contract manufacturer or a consultant | Two companies exploring a partnership, a joint bid, a reseller deal or an acquisition |
| Obligations | All on the receiving side | Mirrored, so neither side can push a harsher standard on the other |
| Negotiation | Usually signed as sent | Usually negotiated, because each side reads it as the receiving side |
| Risk if you pick wrong | You sign a one-way NDA as the receiving side and take on obligations the other side does not | You use a mutual NDA when only you are disclosing, and dilute your own protection |
If you are the one sharing, do not accept a mutual NDA out of politeness. Mutual sounds fair and is often the weaker document for the party with something to lose.
What counts as confidential, and the carve-outs
The definition of confidential information is where NDAs are won and lost. Too narrow and the leak you care about falls outside it. Too wide and a court has to work out what the parties actually meant.
Define it two ways. A general description (non-public information disclosed in connection with the Purpose, in any form, whether or not marked confidential) plus a specific list of what matters to you: source code and repositories, algorithms and model weights, customer and supplier lists, pricing and margins, financial statements and projections, product roadmaps, designs and drawings, employee data, and the fact of the discussions themselves.
Then write the carve-outs. These four are standard and a well-drafted NDA carries all of them. They are not loopholes; without them the clause is unreasonable and harder to enforce.
| Carve-out | What it means | Why it belongs |
|---|---|---|
| Already public | Information that was public when disclosed, or becomes public later without the receiving side's fault | You cannot own what anyone can read |
| Already known | Information the receiving side already held, shown by its own records | Otherwise every recipient risks being sued over what it knew first |
| Independently developed | Information the receiving side develops without using yours | Protects a developer or vendor working for several clients in the same field |
| Required by law | Disclosure compelled by law, a court or a regulator, with notice to you where notice is lawful | An NDA cannot override a summons or a statutory demand |
Two more are worth adding: disclosure to named categories of people who need to know and are themselves bound by confidentiality, and an express right to keep one archival copy where a law or an auditor requires it.
Term of the agreement is not the term of confidentiality
These are two different periods, and they are often run together.
The term of the agreement is how long information can be disclosed under it: often the length of the discussions, or a fixed 12 or 24 months.
The survival period is how long the confidentiality obligation lasts after that. Set it to the life of the information, not to a round number. Commercial terms and pricing go stale in two or three years. Source code, formulations, algorithms and customer data do not, so name a longer period, or say the obligation continues for as long as the information remains confidential.
India has no dedicated trade secrets statute. Protection comes from the contract, from the common law action for breach of confidence and from equity, supported in places by the Copyright Act, the Patents Act and the Information Technology Act, 2000. The 22nd Law Commission recommended a Protection of Trade Secrets Bill in March 2024; we have not verified that any such Act is in force, so we do not draft on the assumption that it is. In practice this means the NDA is your protection, and a vague survival clause is a real loss.
What an NDA cannot do: section 27 and non-compete
An NDA stops misuse of information. It does not stop a person competing with you after they leave.
Section 27 of the Indian Contract Act, 1872 makes an agreement that restrains anyone from carrying on a lawful profession, trade or business void to that extent. Indian courts generally do not enforce a post-employment non-compete, and the reasonableness of its duration or its geography usually does not save it. Courts have put an employee's right to earn a living ahead of the employer's interest.
What does survive the end of the relationship:
- Confidentiality. Post-employment confidentiality obligations are generally enforceable, and courts have treated maintaining confidence as being in the public interest.
- Non-solicit. A post-termination non-solicit has not been declared unenforceable in the way non-compete has, and a three-year non-solicitation restriction has been upheld by a High Court. Proving that someone was actively solicited, rather than that they left on their own, is the practical difficulty.
- Restraints during employment. Exclusivity and non-compete obligations while the person is still employed are generally upheld unless they are excessively harsh or one-sided.
So draft for what works: a tight confidentiality clause, a non-solicit of staff and customers, assignment of work product, and a return-or-destroy obligation. If you need to hold a founder or a senior hire, do it through vesting and through equity documents, not through a non-compete. See our contract drafting and review page for founders and shareholders documents.
Remedies: what you can actually ask a court for
Say in the NDA what happens on breach, because damages alone are often useless in a confidentiality case.
- Injunction. An order stopping further use or disclosure. State that the disclosing side may seek injunctive relief without having to prove that damages are inadequate, and that the receiving side will not argue otherwise. This is the remedy that matters, because information cannot be un-leaked.
- Return or destruction. A deadline to return or destroy materials, and a written certificate confirming it.
- Costs. Who pays the legal costs of enforcement.
- Forum. Governing law, and either the courts of a named city or arbitration with a named seat. Interim relief is faster if the forum is a city you can reach.
- Liquidated amount. Only if you can justify it as a genuine pre-estimate of loss. A large round number written in as a penalty is likely to be cut down.
If information has already been misused, the first step is usually a notice from an advocate: see legal notice.
NDA for employees, vendors and investors
The same document does not work for all three.
| Who you are sharing with | What the document should be | The point to watch |
|---|---|---|
| Employee | Confidentiality and IP assignment inside the appointment letter or employment agreement, not a standalone NDA | A separate NDA signed after joining can be challenged on consideration. Put it in the appointment letter. |
| Contractor or agency | One-way NDA, or a confidentiality clause in the service agreement | The agency works for competitors. Get the independent-development carve-out right and name a survival period. |
| Vendor or manufacturer | One-way NDA plus a no-reverse-engineering and no-sampling clause | Tooling, moulds and designs need an ownership clause, not only confidentiality. |
| Potential partner or acquirer | Mutual NDA with a non-solicit and a no-shop period if the discussions are serious | Add a standstill and a clause making the fact of discussions confidential. See due diligence. |
| Institutional investor or VC | Usually no NDA. Most funds decline to sign one at pitch stage. | Do not lose the meeting over it. Share the deck, hold back the working model, the code and the raw customer data, and register the brand: see trademark registration. |
An investor NDA refusal is not a red flag. Funds see many companies in the same sector and cannot take on confidentiality obligations that would block them from investing elsewhere.
NDA fees
| Item | Amount |
|---|---|
| Regikart professional fee, drafting a one-way or mutual NDA | From ₹1,999 |
| Review and markup of an NDA sent to you | Quoted in writing after we see the document |
| Government fee to draft or sign an NDA | No government fee |
| Stamp duty | A state levy. Depends on the state, the value and the type of document. Confirmed before execution. |
| Notarisation, if you want it | Notary's charge at actuals |
One-way or mutual? Tell us who you are sharing with.
We confirm the structure, the carve-outs and the survival period, and quote in writing before drafting starts.
How it works
1
Brief
You tell us the parties, what you are sharing, why, and whether both sides will disclose.
2
Structure and quote
We confirm one-way or mutual, the categories of information, the carve-outs, the survival period and the forum, and quote in writing.
3
Drafting
The advocate drafts the NDA to your facts: the parties, the defined information, the permitted purpose, the carve-outs and the survival period.
4
One round of changes
You or the other side comment, the advocate issues the revised draft.
5
Signing
Both sides sign, on paper or electronically. An NDA is not on the excluded list in the First Schedule to the Information Technology Act, 2000, so it can be signed electronically.
What we'll need from you.
Send these by email or WhatsApp. An NDA is not filed with any department, so there is no portal and no rejection risk. We read what you send before drafting starts.
Other legal documents
Not sure an NDA is enough? If money is changing hands you probably need a service agreement with a confidentiality clause inside it.
Contract drafting and review · Service agreement · Offer letter · Power of attorney · Affidavit · Legal notice · Recover what you are owed · Contact us
NDA questions, answered.
Not sure an NDA is enough? If money is changing hands you probably need a service agreement with a confidentiality clause inside it. Tell us what you are sharing and why.
Still have questions?
Tell us who you are sharing information with and what it is. We confirm one-way or mutual, the survival period and the carve-outs, and quote in writing.
Get my NDA drafted →Get your NDA drafted
Tell us who you are sharing information with, what the information is, and whether they will be sharing anything back. Fee quoted in writing before work starts. No government fee to draft an NDA.
Call +91 70444 94804 or email [email protected]. Offices in Kolkata (head office), Delhi and Bengaluru.