📄 Contract Type

AI-Powered NDA Review & Analysis

Legal content reviewed by Contract Shield, Head of Legal & Advocate

Upload your Non-Disclosure Agreement and get instant analysis. Identify risky clauses, unfair terms, and missing protections in 60 seconds.

Is Your NDA Actually Protecting You?

Non-Disclosure Agreements (NDAs) are the most common business contract, yet they are often signed without reading. In India, a poorly drafted NDA is often legally useless.

The biggest mistake startups make is using "copy-paste" templates from the internet that reference US laws (like "California State Law") or miss crucial Indian-specific clauses like specific performance remedies.

Red Flag Audit: What to Look For

High Risk

Ownership of "Residual Knowledge"

Some NDAs claim ownership over your "memories" or general skills learned during the project. This can stop you from working in the same industry again.

High Risk

Liquidated Damages

If the NDA sets a fixed penalty (e.g., "₹50 Lakhs for any breach"), Indian courts often strike this down unless you can prove actual equivalent loss.

NDA Tools

NDA FAQ

Common questions about confidentiality.

Read Full FAQ ↓

What Our AI Checks

Contract Shield's AI analyzes every critical clause in your NDA and flags potential risks.

High Risk

Unlimited Confidentiality Period

NDAs with perpetual confidentiality obligations can be problematic. We flag when the duration is excessive for general business information.

High Risk

Overbroad Definition

When "everything" is confidential, it creates unreasonable burdens. We identify definitions that are too vague or expansive.

Medium Risk

Missing Exclusions

NDAs should exclude publicly available information and independently developed materials. Missing exclusions limit your rights.

Medium Risk

One-Sided Terms

If only you have obligations while the other party doesn't, that's a red flag. We identify asymmetric NDAs.

NDA Review Checklist

Clear definition of confidential information

Avoid vague terms like "all information." Specify categories clearly.

Reasonable confidentiality period

2-5 years for general info, longer for trade secrets.

Standard exclusions included

Public information, prior knowledge, independent development.

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Frequently Asked Questions

What clauses should I look for in an NDA?

Key clauses to review include: definition of confidential information, exclusions from confidentiality, term and duration, permitted disclosures, return of information, and remedies for breach.

How long should an NDA last?

Most NDAs range from 2-5 years, but this varies by industry. Trade secrets may require perpetual protection, while general business information typically needs 2-3 years.

Is a mutual NDA better than a one-way NDA?

Mutual NDAs protect both parties equally and are generally preferred for business partnerships. One-way NDAs are appropriate when only one party is sharing confidential information.

Can I modify an NDA after receiving it?

Absolutely. Negotiating NDA terms is common practice. Use Contract Shield to identify problematic clauses, then propose specific changes to the other party.

Frequently Asked Questions

Are Non-Disclosure Agreements (NDAs) legally enforceable in India?

Yes. NDAs are legally binding under Section 10 of the Indian Contract Act 1872. To be fully enforceable in court, the agreement must be executed on stamp paper of appropriate value and signed by authorized representatives.

What is the standard reasonable duration for an NDA in India?

For standard commercial discussions, a duration of 2 to 5 years is common. However, for highly proprietary trade secrets, source code, or patent-pending technology, a perpetual non-disclosure clause is legally valid.

Do digital or electronic signatures make an NDA valid in India?

Yes. Under Section 10A of the Information Technology Act 2000, electronic contracts and digital signatures are legally recognized. They hold the same evidentiary weight as physical ink signatures in Indian courts.