Non-Disclosure agreement (NDA)
Restricts the employee or any independent contractor from disclosing any sensitive or confidential information obtained during the course of their employment.

Overview

Businesses cannot grow in isolation and thus, sharing information, both public and confidential has been instrumental in doing deals, negotiations and building relationships. However, to protect our interests while sharing confidential information, it's important to sign a Non-Disclosure Agreement with the other party. Non Disclosure Agreement, also known as a ‘Confidentiality Agreement’, is an agreement where the parties agree to share the confidential information/ data, specified in the ‘Confidentiality Clause’ of the agreement. The parties to the Non-Disclosure Agreement also agree on not disclosing such information to the third party beyond the terms defined.

How are NDA's written?

  1. Authorisation letter is signed to get attorney on board
  2. Details are discussed with attorney
  3. NDA terms are defined in a signed contract, consisting of: The parties to the agreement, Terms of engagement, Confidential Information, Disclosure, Intellectual property right, Dispute Resolution


Details Required

  1. Names and Identification of parties
  2. Confidential things to be shared
  3. Terms of engagement


Types of Non-Disclosure Agreement:

  1. One-way or Unilateral: Only one party has the confidential information to be shared.
  2. Two-way or Bilateral: Two parties are involved and both have the confidential information to be shared.
  3. Multilateral: Three or more parties are involved. One of them discloses confidential information and the others promise to protect such information.
FAQs
Are Non Disclosure Agreements legally binding?

Yes, the Non Disclosure Agreement is a legally binding contract and is governed by the Indian Contract Act, 1872.

Is registration of a Non Disclosure Agreement necessary?

No, the Indian Contract Act, 1872 does not mandate for the registration of Non Disclosure Agreement but it is advisable to register an NDA as it becomes easy to prove the validity of the document as well as to prove your case.

Why should I get an NDA?

NDA protects confidential information on disclosure.It specifies the penalties in case of breach of the agreement and the person guilty for breach of contract can be sued for misappropriation in the court of law.

For how long does a Non Disclosure Agreement last?

There does not exist any specific time duration for the Non Disclosure Agreement. In general, it’s extended over 2 to 5 years. Also, the corporates may enter into a Non Terminating Non Disclosure Agreement. But once the confidential information becomes public then the NDA stands ineffective.

What if anyone wants to add additional clauses to the Non Disclosure Agreement?

The additional clauses can be added to the NDA by the party with prior consent of the other party.

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