Non-Disclosure Agreement: A Curve in a Glossy Path

  • Tarun Sharma Student, ULC, Bangalore University
  • Rajat Srivastav Student, Dr. Patil Law College, Mumbai University
Keywords: Non-disclosure, Non-compete, Confidential, Restraint


The Concept of Non-disclosure agreement (NDA) is not new to business law and its nature has become pervasive as it is legally binding in nature. The real motive behind the signing of NDA is, to control the use and disclosure of confidential information. Particulars shared under Non-disclosure agreements from disclosing party to receiving party leaves no scope of obscurity. So, the information mentioned explicitly is preferred to define the scope of confidential information. The use of such information can be synchronized only if NDA identifies the purpose behind sharing the information. Inceptive part of the research article highlights the scenarios where particularly NDA’s are used in general such as while dealing with the transaction or authorization of product or innovation or being the case of confidential and proprietary information or let it be an offer to a potential partner, investors, etc. After this going by old school steps, hereafter the article talks about the types and forms of Non-disclosure agreements. While volumes can be written on NDA’s in general but this article secondly talks about the controversial clauses in NDA which in general are the seed for dispute, here we have specifically tried to address the increasingly common use of so-called residual clause, perpetual time duration clause and non-compete clause. Thirdly this research article deals with uncertainty in relation to question whether booming use of NDA in company affairs, is a restraint of trade in a growing world. Breach of agreements certainly have an adverse effect in on working of it, but it has been seen from various judgments of courts in India, that in certain circumstances breach of NDA is said to be justifiable. Hence in cessation critical, analysis of the same has been attempted in the fourth step of the article.