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Non-Disclosure Agreement (NDA) Drafting – Mutual and One-Way NDAs for Businesses

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.

Overview

What an NDA Does

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.

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What This Service Covers

What We Help With

1

One-way or mutual NDA drafting

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Defining confidential information and exclusions

3

Purpose, duration and return/destruction clauses

4

Remedies, jurisdiction and dispute resolution

5

NDA review before you sign someone else's paper

Key NDA Terms

Mutual vs one-way

Mutual when both sides share information; one-way when only one does.

Definition

Clearly define what is confidential, with standard exclusions.

Purpose limit

Information can be used only for the stated purpose.

Duration

Obligations can continue for a set period after discussions end.

Remedies

Injunctions and damages for breach.

Stamp duty

As per the applicable state Stamp Act.

Common Issues

Common NDA Problems

Generic NDAs often fail when they are needed.

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Related Services

Related services

NDAs connect with these services.

Master Service Agreement

Framework service contracts.

Joint Venture Agreement

JV terms after NDA talks.

Patent Filing

Protecting inventions before disclosure.

Employment Agreement

Confidentiality for employees.

Documents Required

Documents we need from you

Party Details

Information Details

Our Process

How the Process Works

1

Brief

Understand the deal and information.

2

Draft

Prepare a mutual or one-way NDA.

3

Review

You review the draft.

4

Negotiate

Address the other side's comments.

5

Sign

Stamp and execute.

6

Track

Monitor obligations and expiry.

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After Signing

After Signing

Follow the NDA in practice.

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Get in Touch

Share your query and our team will reply during business hours.






    FAQs

    Frequently Asked Questions

    Is an NDA enforceable in India?

    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.

    About Expertvuw

    Who Drafts Your NDA

    CS Chetna Shoor, Company Secretary and Director, Expertvuw

    CS Chetna Shoor

    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.

    Expertvuw Management Pvt Ltd