Free NDA Generator
Generate a water-tight Non-Disclosure Agreement (Mutual or One-Way) for India in 3 simple steps.
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Disclaimer: This is a standard template. For high-stakes contracts, use our AI Analyzer.
Contract Shield AnalyzerDeep Dive: Making Your NDA Bulletproof in India
1. The Indian Contract Act, 1872
An NDA is governed by the Indian Contract Act. For it to be valid, there must be "lawful consideration". The sharing of the confidential information itself, with the intent to explore a business relationship, usually serves as this consideration.
Section 27 Alert: Under Section 27, any agreement that totally restrains someone from exercising a lawful profession is void. Your NDA must be reasonable in time, scope, and geography to be enforceable.
2. The Stamp Duty Trap
A purely digital PDF isn't entirely "bulletproof" in an Indian court without proper stamping. While an unstamped NDA is not completely invalid, you cannot admit it as evidence in court until you pay the deficit stamp duty plus a hefty penalty (up to 10x).
- Best Practice: Print the generated PDF on Non-Judicial Stamp Paper relevant to your state (usually ₹100 - ₹500) before signing.
3. Mutual vs. One-Way
Use a One-Way NDA when you are the sole inventor hiring a developer. Use a Mutual NDA when two companies are exploring a joint venture and both are exposing their internal data to each other.
NDA Execution Checklist
Define "Confidential"
Don't use overly broad definitions. Specify whether financial data, source code, client lists, or algorithms belong to the protected category.
Mark Your Docs
Even with an NDA signed, ensure you physically or digitally watermark sensitive materials as "CONFIDENTIAL" before handing them over.
Jurisdiction Check
Ensure the jurisdiction defaults to where your operational base is located (e.g., "Courts of Bengaluru") to avoid fighting a case in a different state.
Frequently Asked Questions
Is this NDA legally binding in India?
Yes, this NDA template is drafted in accordance with the Indian Contract Act, 1872. Once signed by both parties, it becomes a legally binding contract.
What is the difference between Mutual and One-Way NDA?
A Mutual NDA is used when both parties are sharing confidential info (e.g., potential co-founders). A One-Way NDA is used when only one party is disclosing info (e.g., you sharing an idea with a freelancer).
Do I need to stamp this NDA?
For admissibility in court, it is recommended to print the NDA on non-judicial stamp paper of appropriate value (varies by state, typically ₹100). However, a plain paper agreement is valid but may attract penalties if challenged.