Contracts

NDA red flags in India: what to check before you sign

Published 5 July 2026 · by Vora

A non-disclosure agreement, or NDA, protects information that two sides share while they explore a deal. Most look routine, which is exactly why it is easy to sign one that quietly puts the risk on you. These are the things worth checking every time.

What to look for

1. One-sided when it should be mutual. If both parties are sharing information, the NDA should protect both. A one-way NDA that only guards the other side is worth flagging.
2. A definition of confidential information that is too broad. It should cover genuinely sensitive material, not simply everything that gets mentioned. Ask for sensible limits.
3. Missing carve-outs. A fair NDA leaves out information that is already public, was already known to you, was worked out independently, or came lawfully from someone else. If those are absent, ask for them.
4. A term that never ends. Confidentiality usually runs for two to five years, and longer for genuine trade secrets. An obligation that lasts forever, for everything, is not reasonable.
5. A hidden non-compete or non-solicit. Some NDAs slip in clauses that stop you hiring or competing. In India, post-employment non-competes are generally not enforceable under Section 27 of the Indian Contract Act, so treat anything like that as a serious flag.
6. No return or destroy clause. You should be able to ask the other side to give back or delete your information when the discussion ends.
7. Remedies that run one way. Watch for terms that make only you liable, or that let only one side rush to court for an injunction.
8. Unclear governing law. The NDA should name Indian law and a clear forum, so that enforcing it later is predictable.

The quick fixes

• Make it mutual if information flows both ways.
• Add the four standard carve-outs.
• Set a real term, say three years, instead of leaving it open-ended.
• Strike any non-compete language that has been tucked in.

Frequently asked questions

Is a one-sided NDA valid in India?

Yes, a one-way NDA is valid, but it only protects the party doing the disclosing. If you are also sharing something confidential, a mutual NDA is fairer and protects you as well.

How long should an NDA last?

Two to five years is common, with longer periods for real trade secrets. An obligation that lasts forever and covers everything is usually seen as unreasonable.

Are non-compete clauses in an NDA enforceable in India?

Post-employment non-competes are generally not enforceable under Section 27 of the Indian Contract Act, 1872, which treats agreements in restraint of trade as void. Reasonable confidentiality and non-solicitation terms are handled differently, but a non-compete buried inside an NDA is a red flag.

Which carve-outs should every NDA include?

It should exclude information that is or becomes public, was already known to you, was developed independently without using the shared information, or was received lawfully from a third party.

Can AI check an NDA for me?

Yes. Vora can scan an NDA in minutes, flag one-sided terms, missing carve-outs, and an unusual term length, and suggest balanced changes under Indian law, as a first pass before a lawyer looks at it.