NDA Template
Also searched as: Non-Disclosure Agreement Template · Confidentiality Agreement Template · NDA Format
A non-disclosure agreement is a contract that restricts what one or both parties may do with the other’s confidential information. You need one before sharing anything commercially sensitive — product plans, financials, customer data, or source code — with someone outside your organisation.
A downloadable template is written for a hypothetical deal, and usually protects whoever wrote it. The clause structure below is genuinely universal — but the terms that matter (what’s excluded, who owns what, what the cap is) depend entirely on your situation. This page gives you the structure and the decisions; the guided draft turns your answers into a document built for your deal.
What a nda must contain
These are the sections our drafting engine includes in every nda it produces. A document missing any of them has a gap worth closing before signature.
The guided draft is currently configured for India-law contracts. For an agreement governed by another jurisdiction, a lawyer can draft it for your governing law.
Decisions you need to make first
- 1One-way or mutual?
A one-way NDA suits situations where only one side discloses. If both sides will share information, a mutual NDA is fairer — and a one-way NDA in a two-way conversation puts all the restriction on you.
- 2How long does confidentiality last?
Two to five years is common for commercial information. Perpetual terms are often unenforceable for ordinary business information and can undermine the clause entirely.
- 3What exactly counts as confidential?
Too broad and it becomes impractical to comply with and harder to enforce. Too narrow and genuinely sensitive material falls outside protection.
- 4What happens on breach?
Injunctive relief, damages, or both. Where a fixed sum is specified, it must be a genuine pre-estimate of loss rather than a penalty, or it risks being struck down.
- 5Is a non-circumvention restriction included?
Some NDAs quietly restrict you from dealing directly with contacts you were introduced to. That is a commercial restraint, not just confidentiality — decide deliberately.
Mistakes we see most often
- Using a one-way NDA when both sides are actually sharing information
- Omitting the standard carve-outs (already public, independently developed, legally compelled) — which makes the clause harder to enforce, not stronger
- Setting perpetual confidentiality over ordinary commercial information
- Leaving out what happens to the information when the relationship ends
- Not checking whether a non-solicitation or non-circumvention restriction has been bundled in
Clauses worth understanding first
Build it around your deal, not someone else’s.
Answer a short set of questions and get a document written for your terms — then have a lawyer review it before you sign.
Guided draft is free to start · Lawyer-drafted, plan or one-off from ₹4,999
Prefer a lawyer to draft it instead? Have one draft it for you
Other contract guides
This guide is general information about contract structure, not legal advice. What your agreement should say depends on your specific circumstances and the law that governs it.
All contract guides