What is a nondisclosure agreement (NDA)?
A non-disclosure agreement (NDA) is a legal contract that states certain information to be confidential and the extent to which its disclosure is restricted to third parties. It can be entered into with a person or an organization.
Confidential information includes trade secrets, business plans, business methods and strategies, drawings, charts, and so on. Software programs and code are also included in the category of confidential information. Consultants and agencies are usually asked to sign one to protect trade secrets as they mostly work with multiple organizations within the same industry.
In general, there are 3 types of nondisclosure agreements-
One-way or unilateral agreement- Here, only one party has the confidential information to be shared with another party. The party in possession is called the ‘disclosing party’ and the other one is named the ‘receiving party’.
Two-way or bilateral agreement- Here, two parties are involved and both have the confidential information to be shared.
Multilateral agreement- Here, 3 or more parties are involved. One of them discloses sensitive or confidential information and the others promise to protect such information from further disclosures.
What should a Non-Disclosure Agreement include?
A valid non-disclosure agreement should include the following key provisions-
The Parties
This section will mention if the nondisclosure agreement is a unilateral, bilateral, or multilateral one. The details of the party/parties (names, addresses, etc) involved should be mentioned in this part.
Term of the agreement
The nondisclosure agreement template must mention the date of execution of the agreement and the duration of the existence of the same. It should also mention if the rules and obligations related to disclosure of information will be applicable after the expiry of the nondisclosure agreement or not.
Confidential information
The non-disclosure agreement format must specify what information is to be kept in the ‘confidential’ category or to be protected.
Disclosure of confidentiality
This section of the non-disclosure agreement employee specifies the intentions for which the confidential data/information will be used. It will also specify with whom such information can be shared.
Dispute resolution
The non-disclosure agreement must mention the remedial measures the parties will resort to, to resolve disputes, if any. It will include alternative forms of dispute resolution they may choose to employ, such as arbitration.
Documents required for Non Disclosure Agreement
In India, Non Disclosure Agreement cannot be done without proper identity and address proof. These documents will be needed for all the directors and the shareholders of the company to be incorporated. Listed below are the documents that are accepted by MCA for the online company registration process acceptable.
Identity And Address Proof
- Scanned copy of PAN Card or Passport (Foreign Nationals & NRIs)
- Scanned copy of Voter’s ID/Passport/Driver’s License
- Scanned copy of the latest bank statement/telephone or mobile bill/electricity or gas bill
- Scanned passport-sized photograph specimen signature (blank document with signature [directors only])
For the foreign nationals, an apostilled or notarized copy of the passport has to be submitted mandatorily. All documents submitted should be valid. The residence proof documents like the bank statement or the electricity bill must be less than 2 months old.
Registered Office Proof
For online company registration in India, the company must have a registered office in India. To prove admittance to the registered office, a recent copy of an electricity bill or the property tax receipt or water bill must be submitted. Along with the rental agreement, utility bill or the sale deed and a letter from the landlord with her/his consent to use the office as a registered office of the company should be submitted.
- Scanned copy of the latest bank statement/telephone or mobile bill/electricity or gas bill
- Scanned copy of Notarized rental agreement in English
- Scanned copy of No-objection certificate from the property owner
- Scanned copy of sale deed/property deed in English (in case of owned property)
Note: Your registered office need not be a commercial space; it can be your residence too.
