Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Mutual NDA (India) by OLL
Open Legal LibraryUpdated 4 Nov 2026
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MUTUAL NON-DISCLOSURE AGREEMENT (INDIA)
Governed by the laws of India
Note: Use this Agreement when two businesses will share confidential information with each other, for example while exploring a joint project, a supply or distribution arrangement, an investment or a sale, and each needs its information protected. It suits Indian companies, limited liability partnerships, partnership firms and sole proprietors. Complete every yellow field, keep one Option in each Option block and delete the others, then check Schedule 1. Stamp duty must be paid before or at the time the first Party signs, in the State where that Party signs: see the note above the signing blocks.
This Mutual Non-Disclosure Agreement (the "Agreement") is made on the date it is signed by the last Party to sign it, and takes effect on [effective date] (the "Effective Date"), between:
(1) [legal name of party a], [legal form and registration number of party a], of [registered office or principal place of business of party a] ("Party A"); and
(2) [legal name of party b], [legal form and registration number of party b], of [registered office or principal place of business of party b] ("Party B").
Party A and Party B are each a "Party" and together the "Parties".
Note: Use the date the last Party signs, or a later date, as the Effective Date. Information shared before that date is already protected under Clause 2.1, so there is no need to backdate. The e-stamp certificate must be dated on or before the day the first Party signs.
Note: Describe each Party by its legal form and registration number, for example "a company incorporated under the Companies Act, 2013 with CIN U72900KA2021PTC145678" (or "under the Companies Act, 1956" if that is what its certificate of incorporation says), "a limited liability partnership registered under the Limited Liability Partnership Act, 2008 with LLPIN AAB-1234", or "a partnership firm registered under the Indian Partnership Act, 1932 with registration number 1234 of 2019". For a sole proprietor, enter the individual's own full name as the legal name, and describe them as "an individual carrying on business as a sole proprietor under the name" followed by the trade name. A trade name on its own is not a legal person. A partnership firm should check that it is registered with the Registrar of Firms, and that the Register shows its current partners, before relying on this Agreement. If it is not, the firm cannot bring a suit, or claim a set-off, to enforce its rights under this Agreement against the other Party (section 69 of the Indian Partnership Act, 1932). Do not enter PAN, Aadhaar or bank account numbers in this Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement:
"Authority" means any government, ministry or department, any statutory, regulatory or tax authority, any court or tribunal, and any police or investigating agency, in India or elsewhere.
This is a preview. The full template is free on GitLaw.
Protect business information during discussions in India using this mutual NDA. It includes specific provisions for the Digital Personal Data Protection Act, 2023 and handles stamp duty requirements across different Indian states.
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About this template
What is this template?
This is a mutual non-disclosure agreement governed by Indian law. It contains specific AI restriction clauses and provides for various Indian entity types including LLPs and sole proprietors. It is not a one-way NDA and does not include non-compete or non-solicitation covenants.
When should you use it?
Use this when two Indian business entities are exploring a potential partnership and both will disclose sensitive information. Use a One-Way NDA instead if only one party is disclosing information.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | DEFINITIONS AND INTERPRETATION | Defines the Purpose and Group Companies, referencing the Companies Act, 2013 to identify related entities entitled to receive information. |
| 2 | CONFIDENTIAL INFORMATION | Establishes two options for defining protected data: either broad protection for sensitive information or restricted protection for explicitly marked items. |
| 3.2 | Security | Prohibits entering Confidential Information into artificial intelligence tools for model training without the Disclosing Party's prior written consent. |
| 4.6 | Price sensitive information | Obliges parties to comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015 when handling unpublished price sensitive information. |
| 5 | PROTECTED DISCLOSURES | Permits disclosures to the Securities and Exchange Board of India and whistle-blower reports under section 177 of the Companies Act, 2013. |
| 6 | PERSONAL DATA | Mandates compliance with the DPDP Act and the Information Technology Act, 2000, including 24-hour notification for personal data breaches. |
| 8.2 | Duration of obligations | Extends confidentiality for a specified period, such as [three years], after the agreement ends, with perpetual protection for Trade Secrets. |
| 11.2 | Dispute resolution | Offers three paths for resolution: exclusive court jurisdiction, ad hoc arbitration, or institutional arbitration under the Arbitration and Conciliation Act, 1996. |
Who it's for
- an Indian company, LLP, or partnership firm sharing confidential information for a joint project
- businesses in India negotiating distribution or supply arrangements involving sensitive commercial data
- parties in India requiring DPDP Act 2023 compliant data sharing and breach notification terms
- Indian sole proprietors entering discussions that involve the exchange of trade secrets or proprietary software
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
[term of the agreement (e.g. two years)]
Notice to end it
written notice
Survives the end
CONFIDENTIALITY OBLIGATIONS, PERMITTED DISCLOSURES, PERSONAL DATA, REMEDIES
Signed by
Party A signatory, Party B signatory
Witness
Not required
Notarisation
Not required
Also needed
purchase e-stamp certificate in the signing State; attach stamp certificate as first page
Law it's drafted under
Refers to
Digital Personal Data Protection Act, 2023
Refers to
Companies Act, 2013
Governed by
Information Technology Act, 2000
Refers to
Indian Partnership Act, 1932
Governed by
Arbitration and Conciliation Act, 1996
Required by
Indian Stamp Act, 1899
Jurisdiction
India
Document info
GitLaw document. Document created on Wed Nov 4th, 2026. Last updated on Wed Nov 4th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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