Mutual Non-Disclosure Agreement (NDA) Format
Prepare a mutual or one-way NDA before sharing business information with a prospective partner, vendor or investor.
What it is
A non-disclosure agreement is a contract under the Indian Contract Act, 1872 in which the parties agree to keep information shared with each other confidential and to use it only for an agreed purpose. A mutual NDA protects both sides; a one-way NDA protects only the disclosing party.
When it is used
- Discussing a joint venture, acquisition or investment.
- Sharing designs, pricing or customer data with a vendor or consultant.
- Evaluating a technology or business before a final agreement.
What the template covers
- Purpose for which information is shared
- Definition of confidential information and standard exclusions
- Obligations of the receiving party and the confidentiality period
- Return or destruction of information on request
- No licence of intellectual property
- Remedies, governing law and jurisdiction
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Agreement Details
Agreement Date; Place of Execution; Purpose of Disclosure
Disclosing Party (Party 1)
Party 1 Name; Party 1 Type; Party 1 Address; Authorized Representative Name; Representative Title
Receiving Party (Party 2)
Party 2 Name; Party 2 Type; Party 2 Address; Authorized Representative Name; Representative Title
Terms
Confidentiality Period (years); Jurisdiction (Courts of); Type
Stamp duty, registration and filing
An NDA does not need registration. Like other agreements, it is subject to stamp duty under the Stamp Act of the State where it is executed; the rate for agreements varies by State. It should be signed by an authorised person for each party, and for a company the authority usually comes from a board resolution.
Generate the Non-Disclosure Agreement (NDA)
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
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Frequently asked questions
What is the difference between a mutual and a one-way NDA?
In a mutual NDA both parties disclose and protect confidential information. In a one-way NDA only one party discloses, and only the other party takes on confidentiality obligations. The generator lets you choose the type.
How long should confidentiality last under an NDA?
Commonly two to five years from disclosure, though trade secrets are often protected for as long as they remain confidential. The period is a commercial choice for the parties.
Is an NDA enforceable in India?
Confidentiality obligations in a properly executed NDA are generally enforceable under the Indian Contract Act, 1872. Remedies can include an injunction and damages, depending on the facts and the terms agreed.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.