NDA Generator (Mutual & One-Way)
A clear confidentiality agreement with checks for Indian and US law.
Checks
Preview
Highlighted hints mark fields you have not filled in; downloads and printouts show a blank line there instead. To print, choose your printer or “Save as PDF” and turn off “Headers and footers”.
For general information only, not legal advice. Templates are generic starting points — have a qualified lawyer review anything you rely on.
About the NDA Generator (Mutual & One-Way)
Pick mutual (both sides share information) or one-way (one side discloses), choose the governing law — India, a US state or another country — and fill in the parties and the purpose. The generator writes a complete NDA: what counts as confidential information and what does not, how it may be used and shared, disclosure required by law, how long the obligations last, return or destruction, no licence or warranty, remedies including injunctions, optional non-solicitation, governing law and courts or arbitration, and signature blocks.
The checks panel follows the law you choose. For India it warns that a non-compete continuing after the agreement is void under s.27 of the Contract Act; for the US it adds the Defend Trade Secrets Act immunity notice that employers need in agreements with employees and contractors. Export to DOCX, PDF or Markdown, or print.
How to use it
- Choose mutual or one-way and the governing law (India, a US state, or another country), and set the effective date.
- Enter both parties — companies with their authorised signatory, or individuals. In a mutual NDA you can give each a short name such as “Falcon”.
- Describe the purpose of sharing and tick the kinds of information to list as examples.
- Set how long disclosures are covered, how long confidentiality lasts afterwards, and the restrictions you want.
- Choose courts or arbitration and the city, read the Checks, then download DOCX, PDF or Markdown.
Examples
Falcon Analytics Pvt Ltd (Pune) and Indus Retail LLP (Mumbai) · purpose: evaluating a forecasting project · 2-year disclosure period · 3 years’ survival · courts at Mumbai
6. Term and survival. This Agreement applies to Confidential Information disclosed during 2 (two) years from the Effective Date (the “Disclosure Period”)… The Receiving Party’s obligations of confidentiality and non-use shall continue for 3 (three) years after the end of the Disclosure Period, and, for any Confidential Information that is a trade secret under applicable law, for as long as it remains a trade secret.
Disclosing party: a US company · Receiving party: an individual consultant · governing law: Delaware
Adds the clause “Notice of immunity under the Defend Trade Secrets Act. Under 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable…”
Turning the notice off shows a warning: without it the employer cannot recover exemplary damages or attorney fees from that person under the DTSA.
Common uses
- Startups and agencies sharing a pitch, product plan or source code with a prospective client or partner.
- Freelancers and consultants signing a client’s confidentiality terms — or offering their own.
- Companies discussing a supply, distribution or investment deal before signing the main contract.
- US companies engaging contractors who will see trade secrets (with the DTSA notice).
Mutual or one-way?
Use a one-way NDA when only one side will reveal information — for example a company briefing a freelancer, a supplier or an investor. Use a mutual NDA when both sides will share, as in partnership talks or a joint pitch. In the mutual version each party is the “Disclosing Party” for what it shares and the “Receiving Party” for what it receives, so one set of clauses protects both.
Indian law: what the clauses rely on
- An agreement is a contract when made by the free consent of competent parties, for a lawful consideration and object (Indian Contract Act 1872, s.10).
- Breach gives a right to compensation for loss that naturally arises from it (s.73); where a sum is named, a court awards reasonable compensation up to that sum (s.74).
- Restraint of trade: an agreement restraining anyone from a lawful profession, trade or business is void to that extent (s.27). The Supreme Court refused to enforce a restriction continuing after the contract in Percept D’Mark (India) v Zaheer Khan (2006) 4 SCC 227. That is why the tool warns about non-competes after the agreement ends and limits them to the term by default.
- Courts can grant injunctions to prevent the breach of an obligation (Specific Relief Act 1963, s.38), which is why the remedies clause preserves the right to seek one.
- An arbitration clause must be in writing (Arbitration and Conciliation Act 1996, s.7); if the parties do not fix the number of arbitrators, there is a sole arbitrator (s.10).
US law: the DTSA immunity notice
The Defend Trade Secrets Act gives individuals immunity for disclosing a trade secret in confidence to a government official or an attorney solely to report a suspected violation of law, or in a sealed court filing (18 U.S.C. §1833(b)). An employer must give notice of this immunity in any contract with an employee that governs confidential information; “employee” includes contractors and consultants. If it does not, it cannot be awarded exemplary damages or attorney fees under the Act against that person. The US preset includes the notice, restating the statute. Many states also limit non-competes — California, for example, voids contracts that restrain a lawful profession, trade or business (Bus. & Prof. Code §16600).
What is not confidential
Every NDA should say what falls outside it, or it can be unreasonably wide. This one excludes information that is public through no breach, was already lawfully known, is received lawfully from someone free to share it, or is developed independently — each to be shown by written records. Disclosure required by law or a court is allowed after notice, and nothing stops a party reporting a possible violation of law to the authorities.
Stamp duty in India
An NDA is an agreement chargeable to stamp duty under the stamp law of the State where it is signed (in the central Indian Stamp Act 1899, Schedule I, Article 5, “agreement or memorandum of an agreement”). The amount is set by each State; buy e-stamp paper or e-stamp the document before or when signing. An unstamped agreement cannot be admitted in evidence until the duty and a penalty are paid (s.35).
Sources
- Indian Contract Act 1872 — ss.10, 27, 73, 74
- Specific Relief Act 1963 — s.38
- Arbitration and Conciliation Act 1996 — ss.7, 10
- Percept D’Mark (India) (P) Ltd v Zaheer Khan (2006) 4 SCC 227 (Supreme Court)
- 18 U.S.C. §1833(b) — Defend Trade Secrets Act immunity and notice
- California Business and Professions Code §16600
Limitations
- A generic template, not legal advice. Employment confidentiality, personal-data processing, export-controlled information and deals with a lot at stake need a lawyer.
- The US preset writes state governing law and the DTSA notice but does not check each state’s rules on non-competes or non-solicitation.
- Stamp duty is not calculated. Indian State rates change by notification.
- The first DOCX or PDF download needs a connection to load the document engine; Markdown, Copy and Print work offline.
Privacy
Everything happens in your browser. What you type about the parties and the deal is not uploaded or stored by MySmartCoPilot. If you tick Keep a draft in this browser, the form is saved in this browser’s local storage until you untick it.
Frequently asked questions
Is an NDA enforceable in India?
Yes, when it meets the requirements of a contract under the Contract Act (free consent, competent parties, lawful consideration and object). Courts can award damages for breach and grant injunctions to stop misuse. Clauses that restrain someone from a trade or profession after the relationship ends are void under s.27, but confidentiality obligations themselves can continue.
Can an NDA include a non-compete in India?
A restriction that applies only while the agreement is in force is less likely to be struck down, but one that continues afterwards is void to that extent under s.27 of the Contract Act. The Supreme Court refused to enforce a post-contract restraint in Percept D’Mark v Zaheer Khan (2006). Rely on confidentiality and non-use instead.
How long should confidentiality last?
Match it to how long the information stays sensitive: a few years after the disclosure period for ordinary business information, and, for trade secrets, as long as they remain secret. The tool lets you set both. Very long periods for ordinary information may be harder to enforce.
Do I need the DTSA notice?
Under US law, an employer that does not include it in agreements with employees, contractors or consultants governing confidential information cannot recover exemplary damages or attorney fees under the Defend Trade Secrets Act from them. It is harmless to include in business-to-business NDAs, so the US preset adds it by default.
Should I choose courts or arbitration?
Courts can grant injunctions and are a familiar route for small matters. Arbitration is private and lets the parties agree on the arbitrator and the seat; a party can still ask a court for interim measures before or during the arbitration (Arbitration and Conciliation Act 1996, s.9). If you choose arbitration, name the city that will be the seat.
Can we sign the NDA electronically?
In India, NDAs are not among the documents excluded from the Information Technology Act 2000, so an electronic signature made by a prescribed method — a digital signature or Aadhaar-based e-authentication — can be used (s.5 and Second Schedule); stamp duty still applies. The agreement includes a counterparts and electronic-signature clause “to the extent permitted by law”; for other countries, check the local e-signature rules.