Free NDA generatorKaryalo

An NDA drafted for the country you are in.

A free non-disclosure agreement generator for India, the US, the UK and the EU. Mutual or one-way, with optional clauses for your industry. No signup, no email, and nothing you type here is sent anywhere.

Your detailsIndia

Type of agreement

Governing lawDrafted around the Indian Contract Act, 1872. No non-compete, because section 27 makes it void.City whose courts have jurisdiction

Party A

Party B

Why the information is being sharedThis becomes the only purpose the other side may use it for, so be specific.

Confidentiality lastsEffective date

Industry (optional)

Return or destroy materials on requestStandard. Carves out routine backups, which cannot realistically be purged.Add a non-solicitation clauseNarrow by design: twelve months, only people learned of through this disclosure, and general advertising is carved out.

Your agreement

Mutual Non-Disclosure Agreement

This Agreement is made on [EFFECTIVE DATE] between:

[DISCLOSING PARTY] (“Party A”); and [RECEIVING PARTY] (“Party B”), each of whom may disclose Confidential Information to the other.

1. Confidential Information

“Confidential Information” means any information disclosed by one party to the other, in any form, that is identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

It includes business plans, financial information, customer and supplier information, pricing, technical information, know-how, designs and processes, whether or not marked as confidential.

2. What is not Confidential Information

Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was already lawfully known to the receiving party without an obligation of confidence; (c) is rightfully received from a third party who is free to disclose it; or (d) is independently developed without use of or reference to the other party's Confidential Information.

3. Purpose

The Confidential Information is disclosed solely for the following purpose: [PURPOSE OF DISCLOSURE] (the “Purpose”).

Each party may use the other party's Confidential Information only for the Purpose. Any other use is a breach of this Agreement.

4. Obligations

Each party shall keep the other party's Confidential Information confidential and shall not disclose it to any third party without prior written consent.

Each party shall protect the Confidential Information using at least the measures it applies to its own confidential information of similar importance, and in no case less than reasonable measures.

5. Permitted recipients

each party may disclose Confidential Information to its employees, officers and professional advisers who need to know it for the Purpose, provided that each of them is bound by confidentiality obligations no less protective than those in this Agreement. Each party remains responsible for any breach by those recipients.

6. Disclosure required by law

A party may disclose Confidential Information to the extent required by law, regulation or an order of a court or competent authority, provided that, where lawfully permitted, it gives the other party reasonable prior notice so that the other party may seek protective relief.

7. Permitted disclosures

Nothing in this Agreement prevents or restricts any person from reporting an offence or suspected offence to a law enforcement agency or regulator, from co-operating with any investigation by a competent authority, or from making any disclosure required or protected by law.

8. Term and survival

This Agreement takes effect on [EFFECTIVE DATE] and continues until terminated by either party on written notice.

The obligations of confidentiality in this Agreement survive termination and continue for 3 years from the date of disclosure.

9. Return or destruction

On written request, each party shall promptly return or destroy all materials containing the other party's Confidential Information and confirm in writing that it has done so. This does not require the deletion of copies held in routine backup or archival systems, or copies a party must retain by law, which remain subject to this Agreement for as long as they are retained.

10. No licence and no warranty

Nothing in this Agreement transfers or grants any right, title, interest or licence in the Confidential Information or in any intellectual property. All Confidential Information remains the property of the party that disclosed it.

Confidential Information is provided as is. Neither party warrants that it is accurate or complete, and neither party is obliged to enter into any further agreement or transaction as a result of this Agreement.

11. Remedies

The parties agree that damages alone may not be an adequate remedy for a breach of this Agreement, and that the party affected may seek injunctive relief under the Specific Relief Act, 1963, in addition to any other remedy available to it.

12. General

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed and the remainder shall continue in full force.

This Agreement contains the entire agreement between the parties on its subject matter and supersedes all prior discussions. It may be signed in counterparts, including by electronic signature, each of which is an original and which together form one agreement.

13. Governing law and jurisdiction

This Agreement is governed by the laws of India. The parties submit to the exclusive jurisdiction of the courts at [JURISDICTION], India.

Party A

Name

Signature

Date

Party B

Name

Signature

Date

Worth knowing

Get it stamped. An unstamped NDA is still a valid contract, but a court will not admit it as evidence until stamp duty and any penalty have been paid, and the penalty can run to several times the duty. Duty on an NDA is a fixed nominal amount set by your state, so check your state registrar rather than assuming.

Why there is no non-compete. Section 27 of the Indian Contract Act, 1872 makes agreements in restraint of trade void, and post-employment non-competes are routinely struck down. Confidentiality and non-use obligations are not restraints of trade, which is why they hold. Adding a non-compete would not give you more protection; it would give you a clause a court ignores.

Personal data needs more than this. If either side will handle personal data on the other's behalf, a confidentiality clause does not discharge the obligations that data protection law puts on the controller. You need a separate data processing agreement alongside this one.

03Once it comes back signed

Most people need the other half of this.

Sending your own NDA is the easy half. The harder half is the one that arrives drafted by somebody else, with a residuals clause in the middle of it. Our free reviewer reads that one clause by clause and tells you what to push back on.

Review a contract you were sent Send it for signature instead

04Questions worth answering first

What should an NDA include?

A usable NDA names both parties, defines what counts as confidential information, lists the standard exclusions, states the single purpose the information may be used for, limits who else it can be shown to, sets how long the obligation lasts, and names a governing law and a court. The definition and the exclusions carry most of the enforceability weight, because they decide what the agreement actually covers.

What is the difference between a mutual and a one-way NDA?

A one-way NDA protects information flowing in one direction, which suits an employer briefing a contractor or a company sending a deck to a supplier. A mutual NDA protects both directions and suits a partnership, a joint venture or an acquisition talk. Choosing wrongly matters: a one-way NDA where both sides disclose leaves one side unprotected, and a mutual NDA where only one side discloses puts obligations on that side for nothing in return.

How long should an NDA last?

Three to five years is the usual landing point for ordinary commercial information. A perpetual obligation suits genuine trade secrets such as a formula or a manufacturing process, but it is commonly pushed back on in negotiation and in some jurisdictions an unlimited period is harder to enforce than a defined one. The term of the agreement and the survival of the confidentiality obligation are two different periods, and a good NDA states both.

Are non-compete clauses enforceable in an NDA?

Usually not, and they do not belong in an NDA. Section 27 of the Indian Contract Act, 1872 makes agreements in restraint of trade void, and Indian courts routinely strike down post-employment non-competes. California voids them outright, and since 2024 that reaches agreements signed in other states too. Confidentiality and non-use obligations are not restraints of trade, which is exactly why they hold up where a non-compete does not.

Does an NDA need to be stamped in India?

An unstamped NDA is still a valid contract, but it is not admissible as evidence until stamp duty and any penalty have been paid, and the penalty can run to several times the duty. Duty on an NDA is a fixed nominal amount set by each state, not a percentage of any value, so check your own state's rate rather than assuming a national figure.

Is a free NDA template safe to use?

For a routine, low-value disclosure a well-drafted template is usually a reasonable starting point. Two things make a template unsafe: wording drafted for another country, and clauses that quietly favour whoever supplied it. A US template used in India may carry a non-compete that is void there; a template from the other side of a deal may carry a residuals clause that undoes the confidentiality obligation. Read what you are signing, and take advice on anything high-value.

05What this generator will not add

Three clauses turn up constantly in free NDA templates. We leave all three out on purpose, and it is worth knowing why before you accept one in somebody else's draft.

A non-compete

Void in India under section 27, void in California even for agreements signed elsewhere, and reasonableness-tested in the UK. It does not make an NDA stronger. It gives you a clause a court ignores and a false sense that you are covered.

A fixed penalty sum

A pre-agreed number that is not a genuine estimate of loss is an unenforceable penalty in the UK and much of the EU, and is scrutinised in India. Picking a figure without advice is close to guaranteed to pick an unenforceable one.

A residuals clause

It lets the other side use whatever their people remember without notes, which quietly undoes most of the confidentiality obligation for whoever is disclosing. It is a negotiated term, not a checkbox, and if you see one in an NDA sent to you, start there.

This generator produces a starting point, not legal advice, and no lawyer has reviewed your particular circumstances. Confidentiality law differs by country and by state, and a high-value or unusual disclosure deserves proper advice. Nothing you type on this page is transmitted anywhere: the document is assembled in your browser and disappears when you close the tab.

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