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What is a Non Disclosure Agreement?

Non Disclosure Agreement is a legal agreement to keep the information is confidential between two parties and the extent to which its disclosure is restricted to third parties.

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Non-Disclosure Agreement (NDA)

A Non-disclosure Agreement (NDA), which is also referred to as Confidentiality Agreement, is an agreement that protects sensitive and proprietary information pertaining to the business and prevents the person from leaking out such information to any third party.

Businesses can enter into NDAs with employees.
They can also enter into NDAs with consultants, partners, suppliers, and intermediaries.
NDAs may be signed with software developers and clients as well.
The purpose of an NDA is to protect sensitive business information.
It prevents people with access to confidential information from sharing it with third parties.
Depending on the situation, an NDA can be mutual.
An NDA can also be unilateral.

Contents of a NDA

A well drafted NDA contains the following:

Meaning of confidential information
Scope of the confidential information
Standard exceptions to confidentiality information
Obligation of the parties
Remedies available in case of disclosure of confidential information
Return or deletion of confidentiality information
Duration for which the information has to be kept confidential

Laws governing the NDA in India

The different laws which govern various aspects of NDA in India are as follows:

The Indian Contract Act, 1872

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Frequently Asked Question

A business contains a lot of sensitive information pertaining to the business plan, product, service, marketing strategy, etc. If this information gets leaked to the competitors, it can cause a substantial amount of loss to the business. Therefore, it is pertinent to enter into an NDA with anyone with whom the business shares any sensitive information.

An NDA should be entered with co-founders, employee, consultant, supplier, distributor, intermediary, investor, etc. with whom any sensitive information pertaining to the company is shared.

There is no difference between a non-disclosure agreement (NDA) and a confidentiality agreement. The title of these documents are sometimes used interchangeably. Non-disclosure and confidentiality agreements both protect confidential information from being shared with third parties. Both these Agreements serve the same legal function.

Yes, you must. However, in case you’re entering into an employment agreement with an employee or a consultancy agreement with a consultant, you may just include an NDA clause in such Agreements, and there would not be any need to enter into a separate Agreement for this purpose.

Yes, you should, as in the due diligence process, you would need to share much sensitive information with such an investor. You must enter into an NDA or include a binding NDA clause in the Term Sheet signed with such investor.

What our users have to say

We were pitching our startup idea to potential investors and were worried about idea leakage. Lawyaar drafted a strong NDA covering confidential information, non-use, and remedies for breach. It allowed us to pitch confidently.

Akshay Malhotra, Gurugram

A vendor asked for access to our internal data, but we had no confidentiality protection. Lawyaar created a customised NDA clearly defining what information was confidential and how it could be used. It protected our business data.

Rina Shah, Ahmedabad

We were onboarding freelancers for product development and feared misuse of code and designs. Lawyaar drafted an NDA with clear confidentiality and IP protection clauses. It secured our proprietary work.

Prakash Iyer, Coimbatore

During merger discussions, both parties needed mutual confidentiality. Lawyaar prepared a mutual NDA covering disclosures from both sides. It enabled safe and structured negotiations.

Saurav Mukherjee, Kolkata

Our sales team shared pricing strategies with partners without any legal backing. Lawyaar drafted an NDA specifically covering commercial terms and client data. It reduced our competitive risk.

Neha Kapoor, Faridabad

We were discussing a joint venture and needed confidentiality protection before signing any final agreement. Lawyaar drafted a pre-discussion NDA with clear duration and survival clauses. It kept sensitive talks secure.

Ramesh Pillai, Thrissur

An overseas client required an NDA aligned with Indian jurisdiction. Lawyaar drafted an NDA with appropriate governing law and dispute resolution clauses. It was accepted without negotiation.

Imtiaz Khan, Mumbai

Our previous NDA was too generic and unenforceable. Lawyaar rewrote it with clear definitions, exclusions, and breach consequences. It made the document legally enforceable.

Pankaj Tiwari, Rewa

We needed different NDAs for employees and external consultants. Lawyaar customised separate NDAs addressing role-specific confidentiality risks. It improved internal compliance.

Shilpa Desai, Vadodara

A client refused to share sensitive information without a proper NDA. Lawyaar drafted and delivered the NDA within a day. It helped us proceed with the project on time.

Anupam Roy, Durgapur

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Never share your Company processes and proprietary data with anyone, without signing an NDA

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Non Disclosure Agreement

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What is a Non Disclosure Agreement?

How It Works

Choose your required Document & pay

Fill required details

Schedule Call with Lawyer

Delivery of your Document

Non-Disclosure Agreement (NDA)

Contents of a NDA

Laws governing the NDA in India

Why Lawyaar

Frequently Asked Question

What is the importance of an NDA?

How should an NDA be used?

What is the difference between an NDA and a Confidentiality Agreement?

Should I enter into an NDA with my employee and my consultant?

Should I enter into an NDA with a potential investor?

What our users have to say

Akshay Malhotra, Gurugram

Rina Shah, Ahmedabad

Prakash Iyer, Coimbatore

Saurav Mukherjee, Kolkata

Neha Kapoor, Faridabad

Ramesh Pillai, Thrissur

Imtiaz Khan, Mumbai

Pankaj Tiwari, Rewa

Shilpa Desai, Vadodara

Anupam Roy, Durgapur

Startup Documents

Non Disclosure Agreement

₹2499

Deliverables *

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