Use the one-way form only where information genuinely flows in one direction. Where both sides will exchange anything of value, the mutual form is fairer and avoids the argument that arises the first time the disclosing party receives something back.
Non-Disclosure Agreement
One-way — information flows from the Disclosing Party to the Receiving Party only
Use the one-way form only where information genuinely flows in one direction. Where both sides will exchange anything of value, the mutual form is fairer and avoids the argument that arises the first time the disclosing party receives something back.
This Non-Disclosure Agreement (this "Agreement") is made at [PLACE OF EXECUTION] on [DATE].
BY AND BETWEEN
[DISCLOSING PARTY NAME], a company incorporated under the Companies Act, 2013 bearing CIN [CIN], having its registered office at [REGISTERED OFFICE ADDRESS] (the "Disclosing Party") of the ONE PART;
AND
[RECEIVING PARTY NAME], [CONSTITUTION — e.g. a company incorporated under the Companies Act, 2013 bearing CIN ______ / an individual holding PAN ______], having its registered office / residing at [ADDRESS] (the "Receiving Party") of the OTHER PART.
The Disclosing Party and the Receiving Party are individually a "Party" and collectively the "Parties".
Recitals
A.The Disclosing Party carries on the business of [DESCRIBE BUSINESS] and possesses confidential and proprietary information relating to that business.
B.The Receiving Party has requested, or is to be given access to, such information for the purpose of [PURPOSE — e.g. evaluating a proposed supply of services / performing a pilot / conducting due diligence / providing professional advice] (the "Purpose").
C.The Disclosing Party is willing to disclose such information only on the terms of this Agreement, and the Receiving Party acknowledges that access to it is granted in reliance on the undertakings recorded below.
NOW THEREFORE the Parties agree as follows:
1. Definitions
1.1"Confidential Information" means all information of or relating to the Disclosing Party or any of its Affiliates, in any form or medium, disclosed or made accessible to the Receiving Party before, on or after the date of this Agreement, whether or not marked or identified as confidential, including:
(a)business, financial, commercial, marketing, pricing and strategic information, budgets, forecasts and unit economics;
(b)customer, prospect, supplier, distributor and partner information, including identities, contact details, contract terms and pipeline data;
(c)technical information including source code, object code, system architecture, databases, data models, algorithms, machine-learning models and training data, designs, drawings, specifications, know-how and trade secrets;
(d)information relating to employees, contractors, remuneration, organisation structure and recruitment;
(e)the existence and terms of this Agreement and the fact that discussions or dealings between the Parties are taking place; and
5 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 6 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.
Use this document where information moves in one direction only — a vendor pitching to you, a candidate or consultant being given access to internal systems, an agency briefed on an unreleased launch, or a lender or buyer conducting diligence. If both sides will share sensitive material, use the Mutual Non-Disclosure Agreement instead; a one-way NDA signed by a party who then discloses its own information leaves that information unprotected.
If the Receiving Party is an individual (a consultant, adviser or candidate), delete the CIN reference, record PAN and address, and drop Clause 3 to a single sentence permitting disclosure only to named professional advisers. Do not rely on this document as a substitute for confidentiality terms in an employment contract or consultancy agreement — use both.
The assignment of Derived Materials is deliberate: without it, notes and models built by the recipient from your data may belong to the recipient. Note that under Section 19 of the Copyright Act, 1957 an assignment of copyright must be in writing and signed; Clause 6.2 satisfies that requirement but the further-assurance obligation is what you rely on if a specific deed is later needed.
Clause 11.2 sets a 24-hour window because the Data Fiduciary’s own obligation under the DPDP framework runs on a short clock. If you are the Disclosing Party, do not lengthen it.
Nominal in most States, but the article and rate are State-specific and duty is payable in the State of execution. Where the Receiving Party is overseas, the instrument is chargeable when it is first received in India — stamp it within three months of receipt under Section 18 of the Indian Stamp Act, 1899 or the corresponding State law.
An NDA is only as good as your ability to show what was disclosed and when. Keep a disclosure log — date, medium, recipient, description. Courts asked to grant an injunction will want to see it.
Reflects Indian law current as of {{DATE OF USE}}. Have it reviewed before you rely on it.
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.