INDIAN LEGAL DOCUMENT DRAFTS

Mutual Non-Disclosure Agreement (NDA)

Corporate-grade bilateral Non-Disclosure Agreement protecting proprietary business strategies, source code, financial projections, customer data, and trade secrets during commercial partnerships, mergers, or technology evaluations.

Business & IncorporationStatute: Indian Contract Act, 1872 & Information Technology Act, 2000

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Draft only

First Company Legal NameParties

First Company Registered AddressParties

Second Company Legal NameParties

Second Company Registered AddressParties

Purpose of Information SharingGeneral

Effective DateTerms & Execution

Agreement Term (Years)Terms & Execution

Confidentiality Survival after Termination (Years)Terms & Execution

City of Arbitration & Court JurisdictionTerms & Execution

Key clauses and fields

First Company Legal Name

First Company Registered Address

Second Company Legal Name

Second Company Registered Address

Purpose of Information Sharing

Effective Date

Agreement Term (Years)

Confidentiality Survival after Termination (Years)

City of Arbitration & Court Jurisdiction

Statutory Execution & Notary Note:

Stamp duty depends on the applicable State/UT law and the instrument’s contents. Confirm the current duty, stamping method and any registration or authentication requirements with the competent authority. Notarisation does not replace compulsory registration.

Advocate Customization & Sub-Registrar Filing

Need tailored clauses or help with execution? Obtain advice from an appropriately qualified professional and independently verify their credentials and fees.

Draft for reviewIndian Contract Act, 1872

ILLUSTRATIVE DOCUMENT PREVIEW

NOT A GOVERNMENT CERTIFICATE OR PAID STAMP

Obtain any required stamp from an authorised channel

================================================================================ MUTUAL NON-DISCLOSURE AGREEMENT (NDA) (GOVERNED BY THE PROVISIONS OF THE INDIAN CONTRACT ACT, 1872) ================================================================================ THIS MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into on this 2026-10-01 at Bengaluru, India: BY AND BETWEEN: 1. LAWLINE Technologies Private Limited, A [Verified entity type] having its address at Level 5, Outer Ring Road, Bellandur, Bengaluru, Karnataka - 560103 (hereinafter referred to as the "FIRST PARTY", which expression shall include its successors-in-interest and permitted assigns); AND 2. Kaveri Enterprise Innovations LLP, A [Verified entity type] having its address at 902, Maker Chambers V, Nariman Point, Mumbai, Maharashtra - 400021 (hereinafter referred to as the "SECOND PARTY", which expression shall include its successors-in-interest and permitted assigns). (The First Party and the Second Party are hereinafter collectively referred to as the "Parties" and individually as a "Party", and with respect to Confidential Information disclosed, the disclosing party is the "Disclosing Party" and the recipient is the "Receiving Party".) -------------------------------------------------------------------------------- RECITALS -------------------------------------------------------------------------------- WHEREAS the Parties wish to explore and evaluate a prospective commercial business relationship in connection with: "Evaluating a potential strategic commercial partnership, cloud technology integration, and business synergy for enterprise legal management software." (the "PURPOSE"); and in connection therewith, each Party may disclose to the other certain proprietary and confidential information. NOW, THEREFORE, the Parties hereby mutually covenant and agree as follows: 1. DEFINITION OF CONFIDENTIAL INFORMATION: 1.1 "Confidential Information" means all non-public, proprietary information disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by inspection of tangible objects, including but not limited to trade secrets, source codes, system architectures, customer lists, pricing, financial data, and business plans. 2. OBLIGATIONS OF RECEIVING PARTY: 2.1 The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose such information to any third party without prior written consent. 2.2 The Receiving Party shall exercise at least the same degree of care as it uses to protect its own confidential information of like nature, but no less than a reasonable degree of care. 2.3 The Receiving Party shall use the Confidential Information solely for the Purpose stated herein and for no other purpose. 3. AGREED EXCLUSIONS AND REQUIRED DISCLOSURE: 3.1 Confidential Information does not include information that: (a) Is or becomes publicly known through no breach of this Agreement; (b) Was already in the lawful possession of the Receiving Party prior to disclosure; (c) Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information; 3.2 Where disclosure is legally required, the Receiving Party may disclose only what is required and, where legally permitted, shall give prior notice and reasonable assistance in seeking protective measures. Other confidentiality obligations continue. 4. TERM & DURATION: 4.1 This Agreement remains effective for 2 years from the Effective Date. Confidentiality survives expiry or termination for 2 years, subject to applicable law. 5. RETURN OR DESTRUCTION OF MATERIALS: 5.1 Upon written request of the Disclosing Party or termination of discussions, the Receiving Party shall promptly return or certify the secure destruction of all tangible copies of Confidential Information. 6. INJUNCTIVE RELIEF: 6.1 The Parties acknowledge that any breach of this Agreement would cause irreparable harm for which monetary damages alone would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive relief and specific performance under the Specific Relief Act, 1963. 7. GOVERNING LAW & ARBITRATION: 7.1 This Agreement shall be governed by the laws of India. Any disputes arising hereunder shall be referred to arbitration before a Sole Arbitrator under the Arbitration and Conciliation Act, 1996, with the seat of arbitration at Bengaluru. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives: For LAWLINE Technologies Private Limited: For Kaveri Enterprise Innovations LLP: ________________________________________ ________________________________________ Authorized Signatory Authorized Signatory Name: Name: Title: Director / Authorized Officer Title: Partner / Authorized Officer

Draft ID: LAWLINE-NDA-AGREEMENTILLUSTRATIVE DRAFT ONLY. Replace sample facts, verify every clause, and obtain appropriate professional review. This is not an issued certificate, notarised instrument or paid stamp.

Choose the right confidentiality agreement for the exchange

A mutual NDA is appropriate when both parties may disclose confidential material. If information flows only one way, a unilateral arrangement may be more suitable. Define the purpose of the exchange and identify each party’s legal identity and authorised signatory. The template should not assume that a party is a company or LLP when its actual constitution is different. Record the permitted recipients and need-to-know restrictions, including advisers and employees who may receive information.

Define the information protected and consider how oral or unmarked disclosures will be identified. Public information, information already lawfully held and independently developed material should be treated consistently with the agreed exclusions. An NDA does not establish ownership of every disclosed item or replace a licence, assignment, data-processing agreement or transaction contract. Personal data requires separate consideration of lawful processing, minimisation, access controls and any applicable privacy obligations.

Duration, required disclosure and realistic remedies

Distinguish the period during which the agreement operates from the period confidentiality survives expiry. The preview has a separate agreement term and survival period. Decide whether particular trade secrets need a different treatment. Do not describe a negotiated two-year period as compulsory under Indian law. Plan return or destruction of information, including lawful retention for compliance, archival backups and the evidence needed to show deletion. Agree who handles a suspected breach and how notices are served.

Where law or a competent authority requires disclosure, disclose only the legally required material. Advance notice to the other party should be given only where legally permitted. Required disclosure does not make all of the information freely usable for unrelated purposes. A court or tribunal decides whether injunctive relief or damages are available; the contract cannot guarantee a remedy. Post-employment or commercial restraint clauses require careful review under Indian restraint-of-trade principles, even when labelled confidentiality or non-solicitation.

Final checks before signing or issuing

The preview contains illustrative information, not verified facts about you or another person. Replace every name, address, date, identity reference and financial figure with information you have checked. Do not sign an acknowledgement that money was received unless it was actually received. Do not retain a sample bank account or transaction reference. If a fact is unknown, leave an explicit placeholder and obtain the information before execution rather than treating the sample as evidence.

Read the complete draft, including clauses you did not edit. Confirm authority to sign, applicable State requirements, the relevant tax period and any institution-specific format. Changing form fields does not automatically tailor every legal provision to your situation. Preserve a dated copy and proof of delivery or payment where relevant. A download is only an editable draft: it is not a government certificate, paid e-stamp, notarised instrument or assurance of enforceability.

For a substantial transaction, obtain independent advice before relying on the text. Statutes, rules and court decisions may change or contain exceptions that a general template cannot resolve. The sources below are starting points for verification, not proof that a professional has reviewed your completed document. Avoid sharing unnecessary identity numbers and sensitive personal information; disclose only what the recipient lawfully needs.

An electronic copy and a wet-signed original may serve different purposes depending on the recipient and instrument. Do not assume that typing a name, adding a scanned signature or emailing a preview completes every execution formality. Check whether witnesses, signatory authority, identification, stamping or presentation to an official are required. Where a witness signs, they should actually witness the relevant act and provide genuine particulars; an empty witness block is not an attestation. If multiple parties sign separate copies, agree how counterparts and the complete final version will be retained. Before sending the document, compare it with the agreed terms and remove unused clauses or unresolved placeholders after obtaining advice.

Frequently asked questions

Is an NDA enough to assign intellectual property?

No. Confidentiality and ownership are different. Use a properly scoped licence or assignment where needed.

Does disclosure ordered by a court end all confidentiality?

No. Limit disclosure to what is legally required and maintain other obligations; notice is subject to legal permission.

Is there a mandatory two-year NDA term?

No. Negotiate an appropriate term and survival period and assess enforceability.

Related formats

Official sources

This page gives general information, not legal advice. Forms, fees and timelines are set by each State and can change — confirm on your State portal before applying.

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