NDA format for IT Companies in India — Generate instantly
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Indian IT services and product companies handle some of the most sensitive material that crosses borders — client source code, customer databases, architectural designs, AI training data and pre-release product roadmaps. A standard NDA is rarely enough; IT companies need a specialised Non-Disclosure Agreement that treats source code, repositories, API keys, customer PII and trade secrets as protected categories, and that binds the receiving party to information security obligations such as access control, encryption and secure deletion. The IT industry in India operates under the Indian Contract Act, 1872, the Information Technology Act, 2000 (and the Digital Personal Data Protection Act, 2023 for personal data) and contractual obligations flowing from MSAs with global clients (often subject to GDPR or HIPAA). An IT-focused NDA is typically mutual, lasts 3–5 years after termination, carves out residual knowledge, and includes indemnity for data breaches. It is the document a CISO, GC and engineering leader all need to be comfortable with before any code, data or roadmap leaves the four walls. ContractWala generates an IT-ready NDA in two minutes.
Key clauses required under Indian law
- Source code, repositories and credentials as Confidential Information
- Customer PII handling under DPDP Act, 2023 and IT Act, 2000
- Information security obligations: access control, encryption, audit
- Mutual NDA structure with carve-out for residual knowledge
- Sub-contractor and affiliate flow-down obligations
- Breach notification within a defined window (24–72 hours)
- Indemnity for unauthorised disclosure and data breach
- Injunctive relief acknowledged as appropriate remedy
Free sample snippet
This Mutual Non-Disclosure Agreement is made on [DATE] BETWEEN [COMPANY A], an information technology services company,
AND [COMPANY B], each a "Party" and together the "Parties", in connection with evaluating a potential [ENGAGEMENT / PARTNERSHIP].
"Confidential Information" includes, without limitation, source code, object code, repositories, API keys, customer data, security architecture...
— preview only. Full document available after generation.
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Frequently asked questions
How is an IT NDA different from a standard NDA?
An IT NDA explicitly names source code, repositories, credentials and customer data as confidential; imposes information-security obligations; aligns with the DPDP Act, 2023; and includes breach-notification timelines that a standard commercial NDA does not.
Should an IT NDA be mutual or unilateral?
Mutual is the norm for IT companies because both sides typically exchange technical information during evaluation. Unilateral NDAs are used when only one side discloses, e.g. a client sharing requirements with a vendor.
Does the DPDP Act, 2023 require anything specific in the NDA?
If personal data is shared, the NDA should require purpose limitation, security safeguards, breach notification and lawful deletion — these align with obligations of a Data Processor under the DPDP Act, 2023.
Disclaimer: ContractWala provides AI-generated document drafts for informational purposes only. This is not legal advice. Please consult a qualified advocate for high-stakes agreements.