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Home / IP & Legal / Non-Disclosure Agreement (NDA)
Last updated: 2 October 2026
Before you share a business plan, source code, pricing or client list, an NDA sets clear rules on what is confidential and how it can be used. Expertvuw’s team drafts one-way and mutual NDAs for investors, vendors, employees and partners.
A non-disclosure agreement (NDA) is a contract under the Indian Contract Act, 1872 in which one or both parties agree to keep specified information confidential and use it only for an agreed purpose. It is commonly used in fundraising discussions, vendor evaluations, joint ventures, M&A talks, software development and employee or consultant onboarding.
A good NDA defines confidential information precisely, lists standard exclusions (information already public or independently developed), limits use to a stated purpose, sets how long the obligation lasts, requires return or destruction of information, and provides for remedies such as injunctions and damages. It should be stamped as required under the applicable state Stamp Act.
Where personal data is shared, the NDA should also address the Digital Personal Data Protection Act, 2023. Note that many investors do not sign NDAs at the pitch stage, so the most sensitive information is better shared later in diligence.
Basis: Indian Contract Act, 1872 (including sections 27 and 73–74); Specific Relief Act, 1963 (injunctions); state Stamp Acts; Digital Personal Data Protection Act, 2023. Last updated: 27 September 2026.
Mutual when both sides share information; one-way when only one does.
Clearly define what is confidential, with standard exclusions.
Information can be used only for the stated purpose.
Obligations can continue for a set period after discussions end.
Injunctions and damages for breach.
As per the applicable state Stamp Act.
Generic NDAs often fail when they are needed.
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NDAs connect with these services.
Framework service contracts.
JV terms after NDA talks.
Protecting inventions before disclosure.
Confidentiality for employees.
Understand the deal and information.
Prepare a mutual or one-way NDA.
You review the draft.
Address the other side's comments.
Stamp and execute.
Monitor obligations and expiry.
Follow the NDA in practice.
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Share your query and our team will reply during business hours.
Yes. NDAs are enforceable contracts, with remedies such as injunctions and damages.
A mutual NDA protects both parties’ information; a one-way NDA protects only the disclosing party.
Commonly two to five years after discussions end, depending on the information.
Many do not at the pitch stage; sensitive information is usually shared later in diligence.
Yes, as per the applicable state Stamp Act.
ACS – Director, Expertvuw Management Pvt Ltd
Agreements and policies are drafted by Expertvuw’s team for your review and negotiation. Where you need a legal opinion, dispute advice or representation, it is provided by independent advocates. Expertvuw is a corporate services company, not a law firm.