Contracts 12 Oct 2026 9 min read

NDA template for India: free mutual NDA format with clause guide

A free mutual non-disclosure agreement template written for Indian law, with what each clause does, how to stamp and sign it, and when a template is not enough.

Accellaw Editorial

A non-disclosure agreement (NDA) is a contract in which one or both parties promise to keep certain information confidential and to use it only for an agreed purpose. In India it is governed by the Indian Contract Act, 1872, so it binds the parties like any other contract once it is properly signed and stamped. Below is a mutual NDA template you can adapt, followed by what each clause does and the points people most often get wrong.

One-way or mutual?

One-way (unilateral) NDA: only one side shares confidential information — for example, a startup showing its product to a freelancer or vendor.
Mutual (bilateral) NDA: both sides share — for example, two companies exploring a partnership, or a buyer and seller in deal talks.
If you are unsure, a mutual NDA is the safer default: it protects whatever either side ends up disclosing.

Clauses every NDA needs

Definition of confidential information — broad enough to cover what you will share (code, designs, customer lists, pricing, roadmaps), whether marked confidential or not.
Exclusions — information that is already public, already known to the recipient, independently developed, or received lawfully from someone else.
Purpose — the specific reason the information is shared. Use outside that purpose should be a breach.
Obligations — keep it confidential, use reasonable care, share only with people who need to know and are bound by similar duties.
Compelled disclosure — what happens if a court or regulator orders disclosure (notify the other side first, where allowed).
Term — how long the duty lasts. Two to five years after the last disclosure is common; trade secrets are usually protected for as long as they stay secret.
Return or destruction — on request or when talks end.
Remedies — a right to seek an injunction under the Specific Relief Act, 1963, as well as damages.
Governing law, courts or arbitration — which law applies and where disputes are decided.

Free mutual NDA template

Template — adapt to your facts

MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement ("Agreement") is made on [date] at [city] BETWEEN [Party A legal name], a [company / LLP / individual] having its [registered office / address] at [address], represented by [name, designation] ("Party A"); AND [Party B legal name], a [company / LLP / individual] having its [registered office / address] at [address], represented by [name, designation] ("Party B"). Party A and Party B are each a "Party" and together the "Parties". 1. PURPOSE The Parties wish to share information with each other to evaluate [describe the purpose, e.g. a possible business partnership for ___] (the "Purpose"). 2. CONFIDENTIAL INFORMATION "Confidential Information" means all non-public information disclosed by a Party (the "Discloser") to the other (the "Recipient"), in any form, including business plans, financial information, customer and supplier details, pricing, product designs, source code, technical data, know-how and trade secrets, whether or not marked confidential. 3. EXCLUSIONS Confidential Information does not include information that the Recipient can show (a) is or becomes public other than through its breach; (b) was lawfully known to it before disclosure; (c) is independently developed without use of the Discloser's information; or (d) is lawfully received from a third party without a duty of confidentiality. 4. OBLIGATIONS The Recipient shall (a) use the Confidential Information only for the Purpose; (b) keep it confidential using at least reasonable care; (c) disclose it only to its directors, employees, advisers and contractors who need to know it for the Purpose and are bound by confidentiality obligations no less protective than this Agreement; and (d) be responsible for any breach by them. 5. COMPELLED DISCLOSURE If the Recipient is required by law, court or regulator to disclose any Confidential Information, it shall, where legally permitted, give the Discloser prompt written notice and disclose only what is required. 6. RETURN OR DESTRUCTION On written request, or when the Purpose ends, the Recipient shall return or destroy the Confidential Information and confirm this in writing, except copies it must keep by law. 7. NO LICENCE OR OBLIGATION No licence or other right in any Confidential Information is granted. Nothing in this Agreement obliges either Party to enter into any further transaction. 8. TERM This Agreement applies to information disclosed within [12] months from its date. The obligations in it continue for [3] years from the date of the last disclosure, and for trade secrets for as long as they remain trade secrets. 9. REMEDIES A breach may cause irreparable harm for which damages are not an adequate remedy. The Discloser may seek an injunction or specific performance in addition to any other remedy available at law. 10. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of India. The courts at [city] shall have exclusive jurisdiction. [Alternatively: disputes shall be referred to a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at [city], in English.] 11. GENERAL This Agreement is the entire agreement on its subject. It may be amended only in writing signed by both Parties and may be signed in counterparts, including electronically. IN WITNESS WHEREOF the Parties have signed this Agreement on the date written above. For [Party A] For [Party B] Signature: ______________ Signature: ______________ Name: [name] Name: [name] Designation: [designation] Designation: [designation] Witnesses: 1. [Name, address, signature] 2. [Name, address, signature]

Stamping and signing in India

An NDA is an agreement, so it must be stamped under the stamp law of the state where it is signed. Duty for a simple agreement is usually small, and most states offer e-stamp paper online or through authorised vendors. Don't skip it: under Section 35 of the Indian Stamp Act, 1899 (and the equivalent state laws), an unstamped or under-stamped agreement cannot be relied on as evidence until the duty and a penalty are paid.

NDAs can be signed with a pen or electronically. Electronic signatures are recognised under the Information Technology Act, 2000. Two witnesses are not legally required for most NDAs, but they make proof easier if the signature is ever disputed.

Where templates go wrong

Non-compete clauses: Section 27 of the Indian Contract Act makes agreements in restraint of trade void, so a clause stopping someone from working in your field after the relationship ends is generally unenforceable. Keep the NDA about confidentiality.
A purpose that is too vague, so the other side can argue any use was allowed.
No clause covering the recipient's employees and contractors, who are the people most likely to leak information.
Signing on behalf of a company without checking the signatory's authority.

When to get an NDA drafted instead

A template works for routine, low-stakes conversations. If you are sharing source code, a product roadmap, investor data or anything that would seriously hurt you in a competitor's hands, have the NDA drafted around exactly what you will share, who will see it and how long it needs protecting. That is also the time to add clauses on non-solicitation of employees, residuals, and data protection.