TemplatesType: Form/Template8 min readUpdated May 2026By Julian Vance

Non Disclosure Agreement Sample India

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What is a Non Disclosure Agreement Sample India?

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Template Registry

Standard Operating Procedure

Registry ID: TR-NON-DISC

Non-Disclosure Agreement (NDA) - India

Document ID: TR-NDA-IND-001 Effective Date: [____/____/2026]

Instructions for Use

Completion: This form must be completed by the Disclosing Party and the Receiving Party (or their authorized representatives) prior to any exchange of Confidential Information. All [__________] fields require accurate and complete information.
Filing & Retention: The fully executed original document, along with all mandatory attachments, must be retained by the corporate legal department in a centralized, secure repository for a minimum period of seven (7) years from the Effective Date or termination of the agreement, whichever is later.
Mandatory Attachments: Ensure a duly signed "Exhibit A: Scope of Work / Purpose" (if applicable) and copies of identity and address proofs for signatory individuals (e.g., PAN card, Aadhaar card, company registration documents) are appended to this Agreement.

Document Body

This Non-Disclosure Agreement ("Agreement") is made and entered into on this [__] day of [__________], [____] (the "Effective Date")

BETWEEN:

[Disclosing Party Name], a company/entity incorporated under the laws of [__________] and having its registered office at [__________], [__________], India, represented by its authorized signatory [__________] (hereinafter referred to as "Disclosing Party", which expression shall unless repugnant to the context or meaning thereof, include its successors and permitted assigns). GSTIN (if applicable): [__________] PAN (if applicable): [__________]

AND

[Receiving Party Name], a company/entity incorporated under the laws of [__________] and having its registered office at [__________], [__________], India, represented by its authorized signatory [__________] (hereinafter referred to as "Receiving Party", which expression shall unless repugnant to the context or meaning thereof, include its successors and permitted assigns). GSTIN (if applicable): [__________] PAN (if applicable): [__________]

(The Disclosing Party and the Receiving Party hereinafter collectively referred to as "Parties" and individually as "Party").

WHEREAS:

A. The Disclosing Party possesses certain confidential, proprietary, and sensitive information, knowledge, and data. B. The Receiving Party requires access to such Confidential Information (as defined below) solely for the Purpose (as defined below). C. The Parties desire to enter into this Agreement to define the terms and conditions under which the Receiving Party may access and use the Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Purpose

The Disclosing Party agrees to disclose Confidential Information to the Receiving Party for the following specific purpose (the "Purpose"): [__________] (e.g., "evaluating a potential business collaboration," "software development project," "market research," "vendor assessment").

2. Definition of Confidential Information

"Confidential Information" means any and all information, whether oral, written, electronic, visual, or in any other tangible or intangible form, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, including but not limited to: a. Proprietary information, trade secrets, know-how, inventions, designs, technical data, research, products, services, processes, software, source code, object code, algorithms, and formulas. b. Business plans, marketing strategies, financial information, customer lists, pricing strategies, employee data, supplier information, and other commercial information. c. Any information clearly marked as "Confidential" or "Proprietary" or "Restricted." d. Any information which, by its nature, would reasonably be understood to be confidential. e. Notes, analyses, compilations, studies, or other documents prepared by the Receiving Party which contain, reflect, or are derived from any Confidential Information.

3. Exclusions from Confidential Information

Confidential Information shall not include any information which: a. Is or becomes publicly known through no wrongful act or omission of the Receiving Party. b. Was already rightfully known by the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records. c. Is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of this Agreement. d. Is independently developed by the Receiving Party without reference to or reliance on the Confidential Information. e. Is approved for release by written authorization of the Disclosing Party.

4. Obligations of Receiving Party

The Receiving Party agrees to: a. Non-Disclosure: Maintain all Confidential Information in strict confidence and not disclose, reproduce, or transmit it to any third party without the prior written consent of the Disclosing Party. b. Restricted Use: Use the Confidential Information solely for the Purpose specified in Clause 1 of this Agreement. c. Standard of Care: Exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. d. Limited Access: Limit access to Confidential Information to its employees, agents, consultants, or subcontractors ("Representatives") who have a "need to know" such information for the Purpose and who are bound by obligations of confidentiality at least as stringent as those set forth herein. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. e. Compelled Disclosure: If legally compelled to disclose any Confidential Information by a court, governmental agency, or other regulatory authority, the Receiving Party shall: i. Provide prompt written notice to the Disclosing Party prior to such disclosure (unless prohibited by law). ii. Cooperate with the Disclosing Party to obtain a protective order or other appropriate remedy. iii. Disclose only that portion of the Confidential Information that is legally required to be disclosed.

5. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon the termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option: a. Promptly return all Confidential Information and all copies thereof (in whatever form or medium) to the Disclosing Party. b. Promptly destroy all Confidential Information and all copies thereof, and certify such destruction in writing to the Disclosing Party within [__] days of the request or termination/expiration. Notwithstanding the above, the Receiving Party may retain one (1) copy of the Confidential Information for archival purposes solely to comply with applicable legal or regulatory requirements, subject to continued adherence to the confidentiality obligations hereunder.

6. Term

This Agreement shall commence on the Effective Date and remain in effect for a period of [__________] ([ ] years / [ ] months) or until terminated earlier in accordance with the provisions herein. The confidentiality obligations set forth in Clause 4 shall survive the termination or expiration of this Agreement for a period of [__________] ([ ] years / [ ] indefinite) from the date of termination or expiration.

7. No License or Ownership

Nothing in this Agreement shall be construed as granting any right, title, interest, license, or option in, to, or under any patent, copyright, trade secret, trademark, or other intellectual property right of the Disclosing Party to the Receiving Party, except for the limited right to use the Confidential Information solely for the Purpose.

8. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Disclosing Party, for which monetary damages alone may not be an adequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. The courts in [__________] (City, State) shall have exclusive jurisdiction to entertain any suit or proceeding arising out of or in connection with this Agreement.

10. Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

11. Waiver

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

12. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, and representations, whether oral or written, between the Parties. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

13. Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered post, or sent by email with confirmation of receipt to the addresses specified below:

If to Disclosing Party: Address: [__________] Email: [__________] Attention: [__________]

If to Receiving Party: Address: [__________] Email: [__________] Attention: [__________]

14. Assignment

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

15. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Execution & Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written.

FOR THE DISCLOSING PARTY:

Authorized Signature: [__________] Printed Name: [__________] Title: [__________] Date: [____/____/2026]

FOR THE RECEIVING PARTY: