Non-disclosure agreements in India: mutual vs one-way, key clauses and a free template

Mutual or one-way?

A mutual NDA protects information flowing in both directions, as when two companies explore a partnership or a merger. A one-way (unilateral) NDA protects only the disclosing party, as when you share plans with a vendor, consultant or candidate. Using a one-way NDA when both sides share information leaves the other party’s information unprotected, which can stall negotiations.

Clauses that matter

• Definition: broad enough to cover all forms of information, with standard exclusions (public information, already known, independently developed, received lawfully from others).
• Purpose: information may be used only for the stated purpose.
• Care and access: protect it at least as carefully as your own; share only with people who need to know and are bound by confidentiality.
• Legal compulsion: disclosure required by law is allowed with notice.
• Return or destruction on request, with written confirmation.
• Term and survival: often two to three years, longer (or indefinite) for trade secrets.
• Remedies: injunctive relief in addition to damages, and an indemnity for breach.

How long should confidentiality last?

Two to five years after disclosure is common for business information. Trade secrets, source code and personal data are often protected for as long as they remain confidential.

Signing an NDA online

NDAs are ideal for e-signature: they are short, often signed before a first meeting, and both parties are usually companies. Generate the NDA from the template library, add both signatories and send; it is usually signed the same day.