How It Works
Non-Disclosure Agreement (NDA)
A Non-disclosure Agreement (NDA), which is also referred to as Confidentiality Agreement, is an agreement that protects sensitive and proprietary information pertaining to the business and prevents the person from leaking out such information to any third party.
Businesses can enter into such NDAs with their employees, consultants, partners, suppliers, intermediaries, software developers and clients. The idea behind this is very simple, i.e. to prevent any such person who has access to the sensitive information of the business, from leaking out such information to any third party.
Depending upon the circumstances, an NDA can be mutual as well as unilateral.
Contents of a NDA
A well drafted NDA contains the following:
- Meaning of confidential information
- Scope of the confidential information
- Standard exceptions to confidentiality information
- Obligation of the parties
- Remedies available in case of disclosure of confidential information
- Return or deletion of confidentiality information
- Duration for which the information has to be kept confidential
Laws governing the NDA in India
The different laws which govern various aspects of NDA in India are as follows:
- The Indian Contract Act, 1872
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Frequently Asked Question
What is the importance of an NDA?
A business contains a lot of sensitive information pertaining to the business plan, product, service, marketing strategy, etc. If this information gets leaked to the competitors, it can cause a substantial amount of loss to the business. Therefore, it is pertinent to enter into an NDA with anyone with whom the business shares any sensitive information.
How should an NDA be used?
An NDA should be entered with co-founders, employee, consultant, supplier, distributor, intermediary, investor, etc. with whom any sensitive information pertaining to the company is shared.
What is the difference between an NDA and a Confidentiality Agreement?
There is no difference between a non-disclosure agreement (NDA) and a confidentiality agreement. The title of these documents are sometimes used interchangeably. Non-disclosure and confidentiality agreements both protect confidential information from being shared with third parties. Both these Agreements serve the same legal function.
Should I enter into an NDA with my employee and my consultant?
Yes, you must.
However, in case you’re entering into an employment agreement with an employee or a consultancy agreement with a consultant, you may just include an NDA clause in such Agreements, and there would not be any need to enter into a separate Agreement for this purpose.
Should I enter into an NDA with a potential investor?
Yes, you should, as in the due diligence process, you would need to share much sensitive information with such an investor. You must enter into an NDA or include a binding NDA clause in the Term Sheet signed with such investor.
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