Non-Disclosure Agreement (NDA) Drafting

A Non-Disclosure Agreement (NDA) is a legally binding contract that outlines the terms under which parties agree to protect and restrict the use of confidential information. Below are the key clauses found in an NDA:

1. Title and Date

This clause specifies the formal identification and effective date of the Non-Disclosure Agreement (NDA). It includes:

• Title of the agreement, such as Non-Disclosure Agreement
• Date of execution
• Place of execution
• Names and addresses of the parties involved

2. Parties Involved

This clause identifies the parties to the agreement and their respective roles. It includes:

• Full legal names of the Disclosing Party and the Receiving Party
• Type of legal entity (individual, company, LLP)
• Registered addresses
• Description of the relationship between the parties

3. Definitions

This clause specifies the meanings of key terms used in the NDA. It includes:

• "Confidential Information"
• "Purpose"
• "Representative" or "Affiliate"
• "Disclosing Party" and "Receiving Party"
• Interpretation of written, oral, or electronic disclosures

4. Purpose

This clause explains why confidential information is being shared. It includes:

• Specific business objective or transaction
• Limitation on the use of information strictly for the stated purpose

5. Description of Confidential Information

This clause specifies what type of information is protected under the NDA. It includes:

• Technical data, business strategies, financial records, or customer lists
• Information shared verbally, in writing, or electronically
• Any proprietary materials or trade secrets

6. Obligations of the Receiving Party

This clause informs the Receiving Party of the requirements for handling the information. It includes:

• Preventing unauthorized access or disclosure
• Limiting access to employees or agents on a need-to-know basis
• Using the same degree of care as used for their confidential data
• Notification of any breach or accidental disclosure

7. Exclusions from Confidentiality

This clause specifies what information is not protected under the NDA. It includes:

• Information already known or independently developed
• Publicly available information not due to breach
• Information disclosed under legal compulsion (court orders, law)

8. Duration and Termination

This clause specifies the duration of confidentiality obligations. It includes:

• Term of the agreement
• Duration of obligations after termination
• Conditions for early termination or mutual exit

9. Return or Destruction of Confidential Information

This clause specifies what must happen to confidential materials upon termination of the NDA. It includes:

• Return of all documents, files, and digital records
• Secure destruction of any copies
• Written confirmation of return or deletion

10. Remedies and Indemnification

This clause outlines the legal action that can be taken in the event of a breach. It includes:

• Right to seek injunctive relief
• Claim for monetary damages
• Legal costs and indemnity from the breaching party

11. Governing Law and Jurisdiction

This clause specifies the legal framework and court authority for the NDA. It includes:

• The governing law
• Language of the contract
• Exclusive jurisdiction of courts (usually based on the location of the Disclosing Party)

12. Dispute Resolution

This clause tells how disputes related to the NDA will be handled. It includes:

• Mandatory negotiation or mediation period
• Arbitration clause (number of arbitrators, rules, and location)
• Cost-sharing terms for dispute resolution

13. Miscellaneous Provisions

This clause specifies general legal provisions to maintain the structure and enforceability of the NDA. It includes:

• Severability (if one clause is invalid, others remain enforceable)
• Waiver (failure to enforce rights doesn’t waive them)
• Amendment conditions (in writing, signed by both parties)
• Entire agreement clause
• Notice delivery methods (registered post, email, etc.)

14. Force Majeure

This clause states that neither party is liable for delays or non-performance resulting from unforeseen events. It includes:

• Natural disasters
• Government regulations or legal restrictions
• Pandemics or public emergencies
• War or labor strikes

Common Mistakes to Avoid in NDAs

• Using vague or undefined terms like “sensitive data” without clearly defining what qualifies as confidential information.
• Failing to mention the purpose for which the Receiving Party can use the information.
• Not specifying the duration of the confidentiality obligation after the agreement ends.
• Omitting clear remedies or legal recourse in case of breach.
• Ignoring jurisdiction or dispute resolution mechanisms.
• Not identifying all parties correctly, including their legal status and registered addresses.
• Forgetting to include a clause on exclusions from confidentiality (e.g., public domain information).
• Leaving out clauses for return or destruction of documents after the NDA ends.

Why Choose Kanakkupillai for NDA Drafting?

Looking for legally sound and professionally drafted Non-Disclosure Agreements (NDAs)?
Kanakkupillai offers expert NDA drafting services designed to protect your sensitive business information while ensuring legal compliance, clarity, and enforceability. We provide:

• Legal Expertise in Confidentiality Law: Our team of seasoned legal professionals, company secretaries, and IT law specialists understands the intricacies of data protection and confidentiality. We draft NDAs that are comprehensive, enforceable, and aligned with your unique business objectives.
• Industry-Specific Drafting: We don’t use generic templates. Whether you are in technology, finance, healthcare, manufacturing, or creative industries, we tailor NDAs to address the confidentiality risks, regulatory norms, and practical realities specific to your sector.
• Robust IP and Data Protection: Your trade secrets, source code, client lists, and proprietary methods are critical business assets. Our NDAs clearly define and protect intellectual property, ensuring that confidential information is lawfully used and securely handled.
• Comprehensive Ongoing Legal Support: Our service doesn’t stop at drafting. Kanakkupillai supports you from execution and renewal to breach handling, enforcement, and dispute resolution.