Growthify

The Ultimate Guide

Drafting NDA Agreements with Growthify

Protect sensitive business info with Non-Disclosure Agreement(NDAs) that build trust in every partnership and deal. Our specialists create airtight agreements compliant with local rules, keeping your secrets safe. At Growthify, we craft, execute, and deliver your NDA pinpointing confidential data, usage restrictions, and breach penalties with surgical precision.

If you share ideas, trade secrets, or business plans with others, you know how important it is to keep that information safe. A Non-Disclosure Agreement (NDA), helps you do just that. It is a Legal contract that protects your confidential details from getting out. At Growthify, we make drafting an Non-Disclosure Agreement (NDA) easy and quick, so you can focus on your work without worry. Let us walk through what an Non-Disclosure Agreement (NDA) is, why you might need one, and how we help you create it.

An Non-Disclosure Agreement(NDA) agreement sets rules for sharing confidential information. It spells out what counts as secret, who can see it, and what happens if someone breaks the rules. People use NDAs in business deals, partnerships, or even job interviews to safeguard sensitive data. For example, if you pitch a new invention to investors, an NDA ensures they do not share your concept. Growthify drafts NDAs that fit Indian laws, like the Indian Contract Act, to make them strong and enforceable.

Confidential information is valuable, and losing it can hurt your business or ideas. An NDA gives you legal protection, so you can share details confidently. It prevents leaks and sets clear boundaries. In India, NDAs help with everything from startup funding to employee contracts. Without one, you risk others using your info against you. Growthify creates NDAs that cover your needs, helping you avoid disputes and build trust in your relationships.

Types of Non-Disclosure Agreement(NDA)

Non-Disclosure Agreement(NDA) requires specific clauses to address unique needs and legal requirements

Pick Your WILL

One-Way NDA

Protects information from one side only. You use this when you share secrets but do not receive any in return, like with a potential employee.

DECODE UNPRIVILEGED WILLS TYPE

Mutual NDA

Covers secrets from both sides. This works for partnerships where everyone shares confidential details.

DECODE UNPRIVILEGED WILLS TYPE

Employee NDA

Binds workers to keep company info private during and after their job.

DECODE UNPRIVILEGED WILLS TYPE

Investor NDA

Shields your business plans when you talk to funders.

Important Clauses of a NDA

Non-Disclosure Agreement(NDA) vary by purpose, each requiring specific content to meet legal requirements.

01

Parties to the Agreement

The non-disclosure agreement (NDA) starts by naming everyone bound by its terms—the disclosing party who shares sensitive information and the receiving party who must protect it. Full legal names, registered addresses, and roles (individual, company, or representative) are stated clearly to establish exactly who owes confidentiality to whom.

02

Definition of Confidential Information

A precise yet practical definition follows, covering trade secrets, business plans, customer lists, pricing data, software code, prototypes, or any material marked “confidential” or reasonably understood as private. Carve-outs are listed explicitly for information already public, independently developed, or received from a third party without breach.

03

Obligations of the Receiving Party

The heart of the NDA spells out what the recipient must do: use the information only for the agreed purpose (like evaluating a deal or providing services), share it only with employees or advisors who need to know and are themselves bound by similar secrecy, and apply at least the same care as they use for their own secrets but never less than reasonable protection.

04

Permitted Disclosures

Certain disclosures are allowed without breaking the agreement, such as when required by court order, government audit, or regulatory filing. The recipient must give prompt notice to the discloser (if legally permitted) so protective steps like sealing records can be taken, and must cooperate to limit exposure.

05

Duration of Confidentiality

The agreement sets a clear timeline, often three to five years for business information, or longer for trade secrets, starting from the disclosure date or agreement signing. Even after the term ends, true trade secrets remain protected indefinitely until they become public through no fault of the recipient.

06

Intention to Partition Clause

Clearly states that all parties have a mutual and unequivocal intention to separate their shares and that the joint ownership is being legally dissolved. This is necessary under Section 6 of the Hindu Succession Act

07

Return or Destruction of Information

Upon request or at the end of the relationship, the recipient must return all originals, copies, notes, and derivatives of the confidential material, or certify in writing that everything has been securely destroyed. Electronic files must be wiped beyond recovery, with confirmation provided within a set period.

08

No License or Ownership Transfer

The NDA makes plain that sharing information does not grant any license, patent right, or ownership interest. The discloser retains full intellectual property rights, and the recipient cannot reverse-engineer, copy, or claim the material for itself beyond the stated purpose.

Common Questions on Non-Disclosure Agreement(NDA)

Non-Disclosure Agreement vary by purpose, each requiring specific content to meet legal requirements.

What is the legal standing of a Non-Disclosure Agreement under Indian law?

A Non-Disclosure Agreement executed in India derives its enforceability primarily from the Indian Contract Act, 1872, which governs all contracts provided they satisfy the essential elements of offer, acceptance, lawful consideration, competent parties, and free consent. Additionally, obligations of confidentiality are reinforced by Section 27 of the Act, which permits reasonable restrictions on trade secrets during the subsistence of the agreement, and by the Information Technology Act, 2000, in cases involving electronic data. Courts consistently uphold NDAs as binding instruments to protect proprietary information, provided the restricted information qualifies as a trade secret or confidential data not in the public domain, thereby offering civil remedies such as injunctions and damages for breach.

Who should enter into an NDA, and when is it typically required?

An NDA becomes indispensable whenever a disclosing party intends to share sensitive commercial, technical, financial, or operational information with a receiving party whose access is necessary for business collaboration, investment discussions, employment, or vendor engagements. Parties may include startups pitching to venture capitalists, technology firms outsourcing development, employers onboarding senior executives, or manufacturers engaging contract research organizations. Execution is recommended prior to any substantive disclosure to establish a clear legal duty of confidentiality and to mitigate risks of unauthorized dissemination that could erode competitive advantage.

What are the essential clauses that must be incorporated in an Indian NDA?

A robust NDA must delineate the definition of confidential information with sufficient particularity, excluding publicly available or independently developed data, the specific purpose for disclosure, the duration of confidentiality (often extending beyond termination), obligations of non-use and non-disclosure, permitted exceptions such as court-ordered disclosure, return or destruction of materials upon termination, remedies for breach including liquidated damages or injunctive relief, and a governing law clause specifying Indian law with jurisdiction vested in competent courts, typically at the place of the disclosing party’s registered office. Inclusion of a non-compete covenant, if any, must remain ancillary and reasonable in scope, duration, and geography to withstand judicial scrutiny under Section 27.

Is registration or notarization mandatory for an NDA to be enforceable in India?

Neither registration nor notarization is statutorily mandated for an NDA to acquire legal validity; a duly signed written agreement on adequate stamp paper, conforming to the stamp duty prescribed by the relevant state’s Stamp Act, suffices for enforceability. However, execution on non-judicial stamp paper of appropriate value and notarization are prudent practices to authenticate signatures, deter repudiation, and strengthen evidentiary value before arbitral tribunals or courts, particularly when the agreement involves high-value intellectual property or cross-border parties.

How does Indian law treat the duration of confidentiality obligations?

The duration must be expressly stipulated and reasonable in light of the nature of the information. Trade secrets may warrant perpetual protection until they enter the public domain, whereas ordinary business data typically commands a term of three to five years post-termination. Courts evaluate reasonableness on a case-by-case basis; an indefinite restraint on commonplace information risks being struck down as an unreasonable restriction on trade. Clarity in drafting, distinguishing between trade secrets and other confidential data, ensures the obligation survives the agreement’s termination without attracting judicial invalidation.

What remedies are available for breach of an NDA under Indian jurisdiction?

Upon breach, the aggrieved party may seek interim and permanent injunctions under Order XXXIX of the Code of Civil Procedure, 1908, to restrain further disclosure, alongside claims for actual damages, account of profits, or pre-agreed liquidated damages if the sum represents a genuine pre-estimate of loss. In cases of willful misconduct, exemplary damages may be awarded. The Specific Relief Act, 1963, as amended in 2018, facilitates enforcement of negative covenants through injunctions without necessitating proof of irreparable harm in certain scenarios, thereby providing swift and effective redress before civil courts or arbitral panels as per the agreement’s dispute resolution clause.

Can an NDA restrict an employee after cessation of employment?

Post-employment confidentiality obligations remain enforceable provided they safeguard legitimate proprietary interests such as trade secrets, client databases, or technical know-how. However, a blanket non-compete clause preventing the employee from joining any competitor is void under Section 27 unless it operates during the subsistence of employment. Courts distinguish between protection of confidential information (permissible) and restraint of trade (impermissible), permitting narrowly tailored restrictions ancillary to the main employment contract, thereby balancing employer interests with the employee’s constitutional right to livelihood under Article 19(1)(g).

Are electronic signatures valid on NDAs executed in India?

Yes, electronic signatures affixed through Aadhaar-based eSign or digital signatures issued by licensed Certifying Authorities under the Information Technology Act, 2000, enjoy the same legal validity as wet-ink signatures for NDAs. The agreement must identify the signatories, demonstrate intent to authenticate, and maintain an audit trail. Parties are advised to incorporate a clause recognizing electronic execution to eliminate ambiguity, ensuring seamless enforceability in fast-paced digital transactions while complying with the Electronic Signature Regulations framed under the IT Act.

How should disputes arising from an NDA be resolved in the Indian context?

Dispute resolution clauses typically provide for negotiation, followed by institutional arbitration under the Arbitration and Conciliation Act, 1996, with seat and venue in a major commercial hub such as Delhi, Mumbai, or Bengaluru, and governing law as Indian law. Specifying an arbitral institution such as the Mumbai Centre for International Arbitration or the Delhi International Arbitration Centre, expedites proceedings and lends procedural certainty. Parties may alternatively opt for exclusive jurisdiction of courts at the disclosing party’s principal place of business, though arbitration is preferred for confidentiality and neutrality in high-stakes commercial NDAs.

How Growthify Handles NDA Drafting?

Our process for creating your custom Non-Disclosure Agreement (NDA) begins with gathering your details through a simple online form, where you provide information about the parties involved, the specific data or ideas to protect, and any unique requirements. Next, our experienced team drafts the agreement, incorporating essential elements such as clear definitions of confidential information, party obligations, duration, and remedies for breaches. We then conduct a thorough compliance check, with legal experts reviewing the draft to ensure it adheres to Indian laws, aligns with your objectives, and addresses any potential vulnerabilities. If notarization is recommended for added enforceability, particularly in high-stakes or international scenarios, we offer step-by-step guidance on the process. Finally, we deliver the polished NDA ready for signatures, and you're welcome to review it at any time and request revisions to perfect it. This way, you end up with a clear, effective NDA without hassle.