Non-Disclosure Agreement Format

A Non-Disclosure Agreement (NDA) is a legally binding contract that obligates one or both parties to keep specified information confidential and prevents them from disclosing or misusing it outside the agreed purpose. In an HR context, it is most commonly signed by new employees, contractors, or vendors who will have access to sensitive business, client, or product information.

In India, HR typically issues an NDA at the time of onboarding — either as a standalone agreement or as a clause embedded in the appointment letter — particularly for roles involving access to trade secrets, client data, source code, or strategic business information. Unlike non-compete clauses, confidentiality obligations in an NDA are generally enforceable under Indian law.

Non-Disclosure Agreement — sample format

Copy the template below and replace the [bracketed] fields.

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is made on [Date] between:

[Company Name], having its registered office at [Company Address] ("Disclosing Party"), and
[Employee/Contractor Name], residing at [Address] ("Receiving Party").

1. Confidential Information
"Confidential Information" means all technical, business, financial, and operational information disclosed by the Disclosing Party to the Receiving Party, including but not limited to trade secrets, client lists, source code, product designs, pricing, and internal processes, whether disclosed orally, in writing, or electronically.

2. Obligations of the Receiving Party
The Receiving Party agrees to:
(a) hold the Confidential Information in strict confidence;
(b) use it solely for the purpose of performing duties for [Company Name];
(c) not disclose it to any third party without prior written consent;
(d) take reasonable measures to protect it from unauthorised access.

3. Exclusions
This Agreement does not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure; (c) is required to be disclosed under a court order or applicable law, provided prior notice is given to the Disclosing Party where legally permitted.

4. Term
This Agreement shall remain in effect during the term of the Receiving Party's employment/engagement with [Company Name] and for a period of [Duration, e.g. 2 years] thereafter.

5. Return of Information
Upon termination of employment/engagement, the Receiving Party shall return or destroy all documents and materials containing Confidential Information.

6. Remedies
The Receiving Party acknowledges that unauthorised disclosure may cause irreparable harm to the Disclosing Party, entitling it to seek injunctive relief in addition to damages.

7. Governing Law
This Agreement shall be governed by the laws of India, and courts at [City] shall have exclusive jurisdiction.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

_______________________
For [Company Name]
[Authorised Signatory Name, Designation]

_______________________
[Employee/Contractor Name]

What to include

✓ Definition of Confidential Information — a broad, specific description of what is protected, since vague definitions are hard to enforce
✓ Obligations and permitted use — restricts use of information strictly to the purpose of the working relationship
✓ Exclusions clause — carves out publicly available or independently known information, which courts expect in a reasonable NDA
✓ Survival period post-termination — defines how long confidentiality obligations continue after the employee exits
✓ Remedies clause — references injunctive relief, since monetary damages alone may not be adequate for leaked trade secrets

Legal notes (India)

§ Confidentiality/NDA clauses are distinct from non-compete clauses: under Section 27 of the Indian Contract Act, 1872, agreements restraining a person from exercising a lawful profession or trade are void, and Indian courts have held that post-employment non-compete restrictions are generally unenforceable regardless of how narrow their scope is.
§ NDAs protecting confidential information (as opposed to restraining future employment or trade) are enforceable in India, provided the scope, duration, and definition of confidential information are reasonable and not used as a disguised restraint of trade.
§ For added enforceability, NDAs are often supported by the Information Technology Act, 2000 (for electronic/data breaches) and company-specific IP assignment clauses, and should be read together with any separate IP or invention-assignment agreement.

FAQ

Frequently asked questions

Is an NDA enforceable in India after an employee resigns?

Yes — confidentiality obligations can survive termination of employment and are generally enforceable, unlike post-employment non-compete clauses which are void under Section 27 of the Indian Contract Act.

Can an NDA prevent an employee from joining a competitor?

No. An NDA can restrict disclosure or use of confidential information, but it cannot lawfully prevent someone from taking up employment with a competitor after leaving — that would function as a non-compete restraint, which Indian courts have held void.

Do NDAs need to be registered or stamped in India?

NDAs are typically executed on stamp paper as per the applicable state Stamp Act to strengthen evidentiary value, though non-stamping does not always make the agreement void — it may affect admissibility in court. Companies using Kredily can generate this automatically as part of the onboarding document set.

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