Free NDA Template for India (2026)

When you actually need an NDA in India

An NDA is the wrong tool roughly half the time it gets used. Indian SaaS founders sign one before every pilot conversation; in-house teams paper every vendor onboarding the same way. Most of those exchanges do not involve genuinely confidential information, and the NDA either sits unread or creates unenforceable obligations both sides ignore. Use this template when one of three conditions is true: you are sharing technical specifications, source code, financial data, or product roadmaps that would harm you commercially if disclosed; you are in advanced commercial discussions where pricing and customer lists become part of the conversation; or the counterparty explicitly requires confidentiality before sharing their own materials. For generic introductory pitches, an NDA usually slows the deal without adding protection.

Indian counsel should also note that an NDA does not preempt statutory obligations. The Digital Personal Data Protection Act, 2023 imposes its own duties on data fiduciaries handling personal data, and an NDA cannot waive them. The template explicitly carves out statutory disclosures so that a receiving party complying with a Data Protection Board directive does not breach the agreement.

What this template covers

The template is structured as a mutual NDA suitable for two-way information exchange. It contains the following operative clauses, each drafted with specific Indian law in mind:

• Recitals and definitions — defines "Confidential Information" broadly, excludes information already public or independently developed, and clarifies that personal data is governed concurrently by the Digital Personal Data Protection Act, 2023 § 8Section 8 imposes obligations on data fiduciaries to protect personal data they process..
• Permitted use — restricts use to the defined "Purpose," a narrowly framed business reason. Indian courts have refused to enforce vague or open-ended use restrictions, so the Purpose must be specific.
• Confidentiality obligations — survives termination for 3 years, with a perpetual carve-out for trade secrets. The drafting follows Indian Contract Act, 1872 § 27Every agreement by which any one is restrained from exercising a lawful profession, trade or business of any kind, is to that extent void. by avoiding post-termination non-compete language.
• Compelled disclosure — permits disclosure pursuant to a court order, regulator request, or DPDP Board direction, with prompt notice to the disclosing party.
• Return or destruction — within 15 days of termination, with a certification requirement. Includes an exception for backup tapes and audit copies, which counterparties routinely insist on.
• Liquidated damages — pre-estimated damages under Indian Contract Act, 1872 § 74Section 74 permits a court to award reasonable compensation up to the amount named in the contract as liquidated damages, without the need to prove actual loss., combined with the right to seek injunctive relief and actual damages under Indian Contract Act, 1872 § 73Section 73 entitles a party to compensation for loss or damage caused by breach of contract, where the loss naturally arose from the breach..
• Arbitration — institutional arbitration under the Mumbai Centre for International Arbitration (MCIA) or Delhi International Arbitration Centre (DIAC) Rules, seated in India, conducted in English. Adjustable to ad-hoc if your counterparty resists.

A practical example

Imagine a Bengaluru-based B2B SaaS startup, Atlas Analytics, in pilot discussions with a large Mumbai bank. The bank wants to share its customer segmentation data so Atlas can demonstrate a custom dashboard. Atlas, in turn, will share its scoring model architecture. Neither side is yet ready to commit to a paid contract.

An NDA built from this template would name both entities as "Discloser" and "Recipient" simultaneously, define the Purpose as "evaluation of Atlas's analytics platform for use by the Bank's retail banking division," and specify that customer data shared by the Bank is also "Personal Data" under the DPDP Act. The Bank would insist on a 48-hour notification window for any compelled disclosure, and Atlas would push for liquidated damages of ₹50 lakh to deter the Bank's larger team from casual circulation. Both sides would agree to MCIA arbitration in Mumbai with a sole arbitrator. The template's optional schedule lets both sides fill in these specifics in five minutes.

Clauses you should remove or adapt

If you are based in Bengaluru, change the seat to Bengaluru and switch to DIAC or BCAA. If your counterparty is foreign, retain MCIA but consider seating the arbitration in Singapore (SIAC) — Indian courts respect SIAC awards and your counterparty may insist on a neutral seat.

The template's employee carve-out clause permits disclosure to employees and contractors on a need-to-know basis, provided they are bound by confidentiality obligations no less restrictive than the NDA. Adapt this if you operate through a network of independent consultants who are not employees — you will need to either bring them under direct NDAs with the counterparty or sign downstream NDAs with each consultant.

Drafting note: Indian courts have set aside NDAs where the obligation to bind employees was vague. The template uses the language "shall execute a confidentiality undertaking substantially in the form of Schedule A" — this is enforceable, while "shall ensure employees keep information confidential" is not.

DPDP Act 2023 considerations

If the information being exchanged includes personal data of any individual — customer email addresses, employee details, KYC data — the receiving party becomes a data processor under the DPDP Act and the disclosing party is the data fiduciary. The template includes a Data Processing Schedule (Schedule B) that maps obligations onto DPDP Section 8 and Section 11 requirements:

If your business does not handle personal data in the engagement, you can delete Schedule B and the corresponding cross-references entirely. Do not leave it in "just in case" — empty schedules invite disputes.

Stamp duty and execution

In India, NDAs attract stamp duty under the relevant State Stamp Act. For most states, the duty is between ₹100 and ₹500 for an NDA executed as an "agreement not otherwise provided for" under Article 5 of the schedule. Maharashtra levies ₹500 (e-stamp); Karnataka ₹200; Delhi ₹50; Tamil Nadu ₹100. The template includes a stamp duty placeholder that defers to the state of execution.

For digital execution, the Information Technology Act, 2000 validates electronic signatures, and most NDAs in India today are signed via DocuSign, Adobe Sign, or Aadhaar-based eSign (eMudhra). The template is fully compatible with eSign workflows. Note that eSign creates a Section 5 electronic signature that is legally equivalent to a wet signature for contract purposes, but does not automatically pay stamp duty — your operations team must complete e-stamping separately on the Stock Holding Corporation of India (SHCIL) portal.

What this template does not cover

A handful of edge cases require custom drafting beyond the template:

• Jointly-developed IP — if the parties expect to create intellectual property together during the discussions, you need an IP clause (or a separate joint development agreement). The template assumes IP stays with each contributor.
• Public sector counterparties — government departments and PSUs have their own GFR-mandated NDA formats. Use those instead, but you can lift the DPDP and arbitration clauses from this template.
• Investment-related disclosures — for pre-investment NDAs, founders often add a non-circumvention clause preventing the investor from going directly to the founder's customers. The template does not include this by default; add it as Clause 12 with a 12-month sunset.

How to use this template with Clauseium

Once you have downloaded and customised the NDA, paste it into Clauseium for a clause-by-clause risk review. Clauseium will flag any obligation that deviates from your playbook, suggest redlines for clauses your counterparty typically resists (compelled-disclosure notice windows, return-vs-destroy language), and verify each citation against the live Indian Contract Act and DPDP Act corpus. For most counsel, that compresses the negotiation cycle from days to hours.

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Final checklist before you sign

Before sending the NDA out, verify each of these:

1. The Purpose clause is narrowly drafted to a specific deal, not "general business discussions."
2. The Confidential Information definition excludes information independently developed, already public, or received from third parties without restriction.
3. The term is bounded — typically 3 years, with trade secrets perpetual.
4. The arbitration seat and rules are filled in, not left as "[Seat]/[Institution]."
5. Stamp duty is paid in the state of execution, separately from the eSign process.
6. If personal data is in scope, Schedule B is retained and the breach notification window is filled in.
7. Both parties have authorised signatories — for companies, board resolution authority; for LLPs, designated partner authority under the LLP Act, 2008.

Get this right, and an NDA takes thirty minutes to negotiate and sign. Get it wrong, and you are litigating Section 27 enforceability eighteen months from now.