If a Party is an LLP, a partnership firm, a sole proprietorship or an individual, replace the description above with the corresponding constitution details (LLPIN and registered office; firm name and principal place of business; proprietor name and address; or individual name, address and PAN).
Mutual Non-Disclosure Agreement
Two-way confidentiality for evaluating a potential business relationship
This Mutual Non-Disclosure Agreement (this "Agreement") is made at [PLACE OF EXECUTION] on [DATE].
BY AND BETWEEN
[FIRST PARTY NAME], a company incorporated under the Companies Act, 2013 bearing CIN [CIN], having its registered office at [REGISTERED OFFICE ADDRESS] (hereinafter referred to as the "First Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns) of the ONE PART;
AND
[SECOND PARTY NAME], a company incorporated under the Companies Act, 2013 bearing CIN [CIN], having its registered office at [REGISTERED OFFICE ADDRESS] (hereinafter referred to as the "Second Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns) of the OTHER PART.
The First Party and the Second Party are hereinafter individually referred to as a "Party" and collectively as the "Parties".
If a Party is an LLP, a partnership firm, a sole proprietorship or an individual, replace the description above with the corresponding constitution details (LLPIN and registered office; firm name and principal place of business; proprietor name and address; or individual name, address and PAN).
Recitals
A.The Parties wish to explore and evaluate a potential business relationship in relation to [DESCRIBE THE OPPORTUNITY — e.g. a proposed supply arrangement, technology partnership, investment or acquisition] (the "Purpose").
B.For the Purpose, each Party may disclose to the other Party certain confidential, proprietary and commercially sensitive information relating to its business, technology, customers, personnel and affairs.
C.The Parties wish to record the terms on which such information is disclosed, received, used and protected.
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows:
1. Definitions and interpretation
1.1In this Agreement, unless the context otherwise requires:
(a)"Affiliate" means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ability to direct the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise;
(b)"Confidential Information" means all information, in whatever form or medium (written, oral, visual, electronic or otherwise), whether or not marked or identified as confidential, disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") before, on or after the date of this Agreement in connection with the Purpose, including without limitation:
6 more pages in the Word file
Preview of the first page. Highlighted fields are the ones you fill in — they appear the same way in Word. Scroll the preview to read on; the full document runs to 7 pages.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
For a company, the signatory should be a director or an officer authorised by a board resolution. Attach or retain a copy of the authorising resolution — counterparties in diligence frequently ask for it. For an LLP, a designated partner signs. For a partnership firm, a partner signs and binds the firm under Section 19 of the Indian Partnership Act, 1932.
An NDA is generally stamped as an agreement not otherwise provided for. The duty is nominal in most States (commonly ₹100–₹500) but the article and rate differ State by State, and duty is payable in the State where the instrument is executed. Executing in one State and using the document in another can attract differential duty under Section 19 of the Indian Stamp Act, 1899 or the corresponding State legislation.
Do not add a post-termination non-compete clause to this document. Section 27 of the Indian Contract Act, 1872 renders agreements in restraint of trade void, subject only to the narrow statutory exception for the sale of goodwill. A non-solicitation clause limited in time and scope, of the kind at Clause 11, is the enforceable alternative.
This Agreement protects information whether or not it is marked confidential, which is the safer position for a disclosing party. If you prefer a marking requirement, amend the definition of Confidential Information — but be aware that oral disclosures then need to be confirmed in writing within a fixed window, and in practice that step is often missed.
Clause 9 separates the term of the Agreement (how long new disclosures are covered) from the survival period (how long the duty of confidence lasts). Keep both. A single "two-year agreement" is frequently read as protecting information for only two years from disclosure, which is rarely what the disclosing party intends.
Clause 6 is an interface clause only. Once a Party begins processing personal data on the other’s behalf, Section 8(2) of the DPDP Act, 2023 requires a valid contract between the Data Fiduciary and the Data Processor. Use a separate Data Processing Agreement for that; the substantive DPDP obligations become enforceable from 13 May 2027, but contracts signed now should already be compliant.
Choose the seat deliberately — it determines which court supervises the arbitration. Naming a city where neither Party has a presence adds cost. If the amount at stake is small, consider deleting arbitration and relying on the courts at Clause 14.4 instead.
This template reflects Indian law current as of {{DATE OF USE}}. Verify the position before you rely on it, particularly on stamp duty, which changes with State budgets.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.