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HomeDocumentationNDA Drafting

Documentation

NDA Drafting

We draft a mutual or one-way NDA scoped to the actual relationship, hiring conversations, vendor evaluation, or partnership talks, so confidential information has a documented, enforceable basis before it's shared.

A mutual or one-way NDA scoped to the actual relationship, hiring conversations, vendor evaluation, or partnership talks, so confidential information has a documented, enforceable basis before it's shared.

An NDA is a private contract, valid under the same Section 10 basis as any Indian contract. It doesn't get filed with any authority. Its enforceability comes down to how it's drafted: a confidentiality restriction that's reasonable in time and scope holds up. An indefinite, unlimited restraint invites a court to read it the same way it reads a void non-compete.

Confidentiality clauses are the category of restriction Indian courts actually enforce post-termination, unlike a non-compete, which Section 27 of the Contract Act voids outright. That's the reason a well-drafted NDA is worth more than a free download: the wording is what determines whether it survives a dispute.

Scope

What's included

  • We draft the definition of Confidential Information, the duration, and the carve-outs (publicly available information, independently developed information, information legally compelled to be disclosed) around your actual relationship rather than a fixed template.

  • A restriction that's indefinite or unlimited in scope is the same drafting mistake that makes a non-compete void. We scope duration and coverage to what the relationship actually needs.

  • If the confidentiality need is really about one employee rather than an external party, we set it up as a clause inside the employment agreement instead of a separate document.

Specifics

The details

Why the wording is what actually protects you

Confidentiality clauses are widely recognised and enforced by Indian courts after a relationship ends, provided the information is genuinely confidential and the restriction stays reasonable in time and scope. That's a meaningfully different legal category from a non-compete, which Section 27 of the Indian Contract Act, 1872 voids regardless of how it's worded. A well-drafted NDA leans on the category that survives.

Mutual vs one-way

A mutual NDA runs in both directions: each party discloses something and each party is bound to protect what it receives. That's the right shape for a partnership conversation, an investor discussion, or a vendor relationship where information flows both ways. A one-way NDA fits a situation where only one side is actually disclosing anything, a candidate reviewing your product roadmap before joining, for instance.

What we deliberately don't state without checking first

Note

Stamp duty on an NDA varies by state, and it's not something we quote a figure for without checking your specific state first. A template that states a duty figure or claims blanket exemption is guessing. We'd rather tell you it varies and confirm it for your situation.

Process

How it works

Step 1 of 4

Tell us the relationship

Who's involved, what's being disclosed, and whether it needs to run one way or both ways.

Tell us the relationship

Who's involved, what's being disclosed, and whether it needs to run one way or both ways.

Common mistakes founders make

  • Writing an indefinite, unlimited confidentiality restriction, the same defect that makes a non-compete void.
  • Using a one-way NDA template for a genuinely two-way relationship, leaving one side's disclosures unprotected.
  • Assuming a downloaded NDA states the right stamp duty figure for your state without checking.
  • Treating the NDA as a substitute for a proper employment agreement when the relationship is actually an employment one.

Clarifications

Frequently asked questions

The free template is a solid starting point for a standard mutual relationship. This service scopes duration, coverage, and governing law to your specific engagement, funding conversations or M&A talks in particular, where a generic template's assumptions may not fit.

A confidentiality clause and a non-compete do different jobs. Confidentiality protects information itself and is enforceable if reasonable in time and scope. A non-compete tries to restrict where someone can work afterward, and that's void under Section 27 regardless of wording.

Often the employment agreement's own confidentiality clause is enough. We help you decide which fits, and set it up as a clause rather than a duplicate document where that's the better fit.

It varies by state and we don't quote a figure without checking your specific situation first.

Related

Learn more

Free templates & checklists

Ready-to-use starting points — no email required.

Template

buildwright.co.in

Mutual NDA Template

A blank, fillable mutual NDA for Indian founders, covering confidentiality in both directions with a working definition of confidential information, a stated duration, and the carve-outs Indian courts actually respect.

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Key terms

Mutual NDA
A confidentiality agreement where both parties disclose information and both are bound to protect what they receive.
One-way NDA
A confidentiality agreement where only one party discloses information and only the other is bound by the restriction.
Carve-out
A standard exception to a confidentiality obligation: publicly available information, independently developed information, or information legally compelled to be disclosed.