A non-disclosure agreement (NDA) is usually the first contract two companies sign. It lets you share business plans, pricing or code with a potential partner, vendor or investor while making clear that they must keep it confidential.
One-way or mutual?
One-way (unilateral): only one side shares confidential information, for example a company sharing data with a consultant.
Mutual: both sides share, for example two companies exploring a partnership. When in doubt, a mutual NDA is fairer and easier to agree.
What an Indian NDA should contain
Parties: full legal names and addresses.
Purpose: why the information is being shared (for example, "to evaluate a possible supply arrangement"). The receiver may use it only for this.
Definition of confidential information: broad enough to cover what you share, in any form.
Exclusions: information that is already public, already known to the receiver, independently developed, or lawfully received from someone else.
Obligations: keep it secret, protect it with reasonable care, share it only with people who need to know and are bound by similar duties.
Disclosure required by law: allowed, with prompt notice to the other side where possible.
Term: how long the NDA lasts, and how long confidentiality continues after it ends (often two to five years; longer for trade secrets).
Return or destruction: what happens to the information when the discussions end.
No licence or obligation: sharing information does not grant any rights or commit anyone to a deal.
Remedies: the discloser can seek an injunction as well as damages.
Governing law and jurisdiction: Indian law and a named city's courts, or arbitration.
Signatures by authorised signatories, with stamp duty paid as per your state.
A simple template outline
This Mutual Non-Disclosure Agreement is made on [Date] between [Company A], [Address] and [Company B], [Address]. Purpose: The parties wish to share information to evaluate [Purpose]. Each party will keep the other's Confidential Information secret, use it only for the Purpose and share it only with its employees and advisers who need to know. These obligations last for [Number] years from the date of disclosure. This Agreement is governed by the laws of India, and the courts at [City] have exclusive jurisdiction.
Fill in the blanks in square brackets, and add the clauses from the list above that you need.
Common mistakes
Defining confidential information so narrowly that it misses what you actually share.
No end date for confidentiality, which some courts may see as unreasonable.
Using a one-way NDA when both sides will share.
Signing without paying the stamp duty your state requires.
