NDA / Non-Disclosure Agreement Drafting, by Advocates
Protect your confidential information before you share it. Our advocates draft unilateral (one-way) or mutual NDAs tailored to your situation — defining what is confidential, how it may be used, exclusions, the term and survival period, return or destruction of data, non-solicitation and enforceable remedies. 100% online, with pricing quoted upfront.
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What Is NDA / Non-Disclosure Agreement?
A quick, plain-language explanation before the details.
An NDA is a written promise to keep certain information secret. The party receiving the information agrees not to disclose it or use it for anything other than the agreed purpose.
An NDA is a contract governed by the Indian Contract Act, 1872. To be enforceable it must satisfy the essentials of a valid contract — offer and acceptance, lawful consideration and object, free consent and competent parties — and its restrictions must be reasonable and lawful.
There is no dedicated NDA statute in India. Confidentiality obligations are enforced as contractual terms under the Indian Contract Act, 1872, with breaches remedied through the civil courts (damages and injunctions).
An NDA is valid for the term the parties agree. A survival clause keeps the confidentiality obligation alive for a defined period after the agreement ends or is terminated.
Quick Facts
Is This Service Right for You?
Ideal for
- Founders sharing a business plan with investors or partners
- Startups disclosing technology, code or product IP to vendors
- Employers onboarding employees with access to sensitive data
- Companies engaging freelancers, consultants or agencies
- Businesses in M&A, due diligence or joint-venture talks
- Anyone sharing client lists, pricing or financials before a deal
You may need this if
- You are about to share confidential information with a third party
- You want a one-way NDA to protect what you disclose
- Both sides will exchange sensitive information (mutual NDA)
- You need to bind employees or contractors to confidentiality
- You want a non-solicitation and non-poaching restriction included
- You want enforceable remedies, including the right to seek an injunction
Not sure if you need this?
Talk to an Expert →Why a Non-Disclosure Agreement Matters
An NDA turns a promise of confidentiality into an enforceable obligation. Here is why businesses put one in place before sharing sensitive information.
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01
Protect Confidential Information
A clear definition of what is confidential — business plans, technology, code, client data, pricing and financials — puts the other party on notice and creates a binding duty to protect it.
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02
Create an Enforceable Duty
Confidentiality becomes a contractual obligation under the Indian Contract Act, 1872, so a breach can be pursued in court rather than left to goodwill.
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03
Limit Permitted Use
The information can be used only for the agreed purpose. This stops a recipient from exploiting your data for their own benefit or a competing venture.
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04
Enable Safe Deal-Making
A signed NDA lets you open due diligence, investor talks, vendor onboarding or a joint venture without exposing your crown-jewel information unprotected.
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05
Add Non-Solicitation Protection
An NDA can bar the other party from poaching your employees or soliciting your clients for a reasonable period, protecting your team and customer base.
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06
Secure Strong Remedies
A well-drafted remedies clause preserves the right to claim damages and to seek an injunction to stop an ongoing or threatened disclosure.
Simple, Transparent Pricing
Custom quote for your case
Fees depend on your business type and scope. Get a clear, itemised quote upfront — no hidden professional charges, government fee billed at actuals.
Who Can Apply?
Eligibility checklist
- Confidential information you want to protect before sharing it
- The parties — who discloses and who receives (one or both ways)
- The purpose for which the information may be used
- A sensible term and a survival period for the confidentiality duty
- Any non-solicitation or non-poaching needs you want covered
- The governing law and jurisdiction you want the NDA to follow
Everything You Need. One Professional Team.
Consultation
Understand what you are sharing, with whom, and whether a one-way or mutual NDA fits.
Structure Advice
Recommend unilateral or mutual, and the scope, term and survival period.
Define Confidential Information
Draft a precise definition of what is protected — and what is expressly excluded.
Permitted Use & Exclusions
Limit use to the agreed purpose and carve out information already public or lawfully known.
Obligations & Remedies
Draft return/destruction of data, non-solicitation, and remedies including injunction.
Governing Law & Jurisdiction
Set the governing law, jurisdiction and dispute-resolution mechanism.
Advocate Review
Every clause reviewed by an advocate before the draft reaches you.
Revisions & Delivery
Incorporate your feedback and deliver a ready-to-sign NDA with signing guidance.
What You’ll Receive
What Information Is Needed to Draft Your NDA?
An NDA is drafted from your instructions rather than statutory forms. Share the details below and we draft a document tailored to your situation — everything collected securely online, with zero office visits.
Party Details
Who the NDA is between- Names & addresses of both parties
- Constitution / entity type (individual, firm, company, LLP)
- Authorised signatory details
- PAN or ID reference (where required)
Scope of Confidentiality
What is being protected- Description of the confidential information to be shared
- The purpose for which it is being disclosed
- Whether disclosure is one-way or mutual
- Any information to be expressly excluded
Commercial Terms
How the NDA should operate- Desired term and survival period
- Non-solicitation / non-poaching requirements (if any)
- Preferred governing law & jurisdiction
- Any existing agreement the NDA should align with
Unilateral vs mutual
Use a unilateral (one-way) NDA when only you disclose, and a mutual NDA when both sides exchange information. We advise the right fit during consultation.
Define confidential information precisely
The strength of an NDA lies in a clear, specific definition of what is confidential. Vague definitions are harder to enforce, so we draft this carefully around your actual data.
Set a realistic term & survival
The confidentiality duty should survive the agreement for a reasonable, defined period. Perpetual or unreasonable restrictions can be difficult to enforce.
Sign before you share
An NDA works best when signed before any confidential information changes hands — disclosing first and papering it later weakens your protection.
Don’t have all the documents?
We’ll identify what your case needs →How NDA Drafting Works (Step by Step)
The entire process is 100% online, from consultation to a signature-ready draft, with updates throughout.
Consultation
Tell us what you are sharing, with whom, and why. We identify one-way or mutual and the key protections you need.
Instructions & Scope
We capture the parties, the confidential information, the purpose, term and any non-solicitation needs.
Advocate Drafting
An advocate drafts the NDA — definition, permitted use, exclusions, survival, return of data, remedies and jurisdiction.
Draft Review
You review the draft and we explain each clause in plain language.
Revisions
We incorporate your feedback and refine the wording until it fits your situation.
Final Delivery
You receive the signature-ready NDA with guidance on execution and safe sharing.
How Long Does NDA Drafting Take?
| Stage | Expected Time |
|---|---|
| Consultation & instructions | Day 1 |
| Advocate drafting | Day 1–3 |
| Client review & revisions | Day 3–4 |
A standard NDA is typically drafted within a few working days once your instructions are complete. Complex or heavily negotiated NDAs (M&A, multi-party, cross-border) may take longer as clauses are refined between the parties.
Key Dates — At a Glance
| Frequency | What Is Due |
|---|---|
| On Signing | Have both parties sign before any information is shared · Keep a fully executed copy safely on record · Share information strictly for the agreed purpose |
| During the Term | Limit access to the confidential information on a need-to-know basis · Mark or flag confidential material where practical · Track the agreed term and any renewal you may need |
| On Termination | Ensure return or destruction of confidential data as agreed · Confirm the survival period keeps the duty alive · Retain records of what was disclosed |
| If Breached | Act quickly — delay can weaken injunction relief · Preserve evidence of the disclosure or misuse · Seek legal advice on damages and an injunction |
Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.
Doing It Yourself vs TaxClue
Doing It Yourself
- Decide between a unilateral and a mutual NDA yourself
- Draft a precise, enforceable definition of confidential information
- Frame permitted use and carve out the right exclusions
- Set a reasonable term and survival period
- Draft return/destruction, non-solicitation and remedies clauses
- Choose the right governing law and jurisdiction
- Risk an unenforceable or one-sided agreement
With TaxClue
- Advocate recommends unilateral or mutual for your situation
- Confidential information defined precisely and enforceably
- Permitted use and exclusions drafted to protect you
- Sensible term and survival period built in
- Return, non-solicitation and injunction remedies covered
- Governing law and jurisdiction set correctly
- A balanced, signature-ready NDA reviewed by an advocate
Skip the guesswork.
Let an expert handle it →Common Mistakes That Delay Your Application
TaxClue reviews your documents before filing to reduce avoidable errors.
What to Keep in Mind After Signing
On Signing
- Have both parties sign before any information is shared
- Keep a fully executed copy safely on record
- Share information strictly for the agreed purpose
During the Term
- Limit access to the confidential information on a need-to-know basis
- Mark or flag confidential material where practical
- Track the agreed term and any renewal you may need
On Termination
- Ensure return or destruction of confidential data as agreed
- Confirm the survival period keeps the duty alive
- Retain records of what was disclosed
If Breached
- Act quickly — delay can weaken injunction relief
- Preserve evidence of the disclosure or misuse
- Seek legal advice on damages and an injunction
Penalties & Consequences
What is at stake if you do not comply
- A vague NDA that fails to define confidential information is hard to enforce
- Sharing information without an NDA leaves your secrets unprotected
- Missing a survival clause ends confidentiality when the deal ends
- Unreasonable or overbroad restrictions can be struck down as unlawful
- No remedies clause weakens your ability to seek an injunction on breach
Regulatory Updates 2025–26
- 2025: Contracts are governed by the Indian Contract Act 1872; adequate stamp duty (varying by state) and, where advisable, notarisation make them easier to enforce.
Why Businesses Choose TaxClue
Drafted by Advocates
Your NDA is drafted and reviewed by legal professionals, not filled from a generic template.
Tailored to You
One-way or mutual, with the scope, term and remedies matched to your actual situation.
Enforceable Drafting
Clear definitions and reasonable, lawful terms built for enforceability under the Contract Act.
100% Online
Consultation, drafting and delivery over WhatsApp / email — no office visits required.
Transparent Fees
A clear quote upfront after a quick scope check — no hidden professional charges.
Revisions Included
We refine the draft with you until the NDA fits the deal you are protecting.
Your Documents Deserve Professional Care
- Your information and draft handled by professionals under confidentiality
- Access limited to the team working on your NDA
- Communication over secure digital channels
- Documents retained only as long as needed for the engagement
Frequently Asked Questions
What is a Non-Disclosure Agreement (NDA)?
What is the difference between a unilateral and a mutual NDA?
Is an NDA legally enforceable in India?
When should I sign an NDA?
What should a good NDA include?
What is a survival clause in an NDA?
What are exclusions from confidential information?
Can an NDA include a non-solicitation clause?
What remedies are available if an NDA is breached?
Who drafts the NDA?
How long does it take to get an NDA drafted?
Do I need an NDA before talking to investors or vendors?
What should an NDA include to be effective?
Does an NDA need stamping or notarisation to be enforceable?
What is the difference between an NDA and a confidentiality clause in a larger contract?
How long should an NDA and its confidentiality obligation last?
Can an NDA be mutual and one-way in the same document?
Official Sources & Legal References
An NDA is enforced as a contract, so its foundations lie in general contract law rather than a dedicated statute. Verify the underlying law directly:
- Indian Contract Act, 1872 — full textThe statute under which contracts, including NDAs, are formed and enforced · India Code
- India Code — central legislation repositoryOfficial repository of central Acts and rules
- Ministry of Law & JusticeNodal ministry for legislation and legal affairs in India
- India Judiciary — eCourts ServicesOfficial portal for court services where contractual disputes are litigated
Related Guides
NDA / Non-Disclosure Agreement Resources — All Free
Get Your NDA Drafted by an Advocate
Advocate-drafted unilateral or mutual NDA — confidential-information definition, permitted use, exclusions, survival, return of data, non-solicitation and injunction remedies. Consultation, transparent fee quoted upfront, zero hidden charges.
Talk to a Legal Expert →