STAMP DUTY INSTRUCTIONS
Jurisdiction Karnataka
Stamp value ₹200 (Karnataka Stamp Act, Art. 5(j) 'Agreement not otherwise provided for'); e-stamp via SHCIL or Kaveri
How Affix a non-judicial stamp paper or an e-stamp certificate of the applicable value for Karnataka. NDAs in India are typically executed on the 'Agreement not otherwise provided for' article of the State's Stamp Schedule. Digital stamping: Kaveri Online (https://kaveri.karnataka.gov.in) / SHCIL e-stamp (https://www.shcilestamp.com).
Non-Disclosure Agreements are NOT required to be registered under s.17 of the Registration Act, 1908. However, adequate stamping is essential for admissibility in evidence under s.35 of the Indian Stamp Act, 1899.
Mutual Non-Disclosure Agreement
Karnataka · [Date]
Type Mutual NDA (both sides disclose)
Disclosing Acme Private Limited
Receiving Vendor Co LLP
Purpose Evaluation of a potential software licensing arrangement and joint go-to-market.
Term 3 years
Governing law Karnataka, India
Personal data Not covered Applicable laws — Karnataka
Indian Contract Act, 1872 (esp. s.27 — restraint of trade) Indian Stamp Act, 1899 Information Technology Act, 2000 (s.43A, s.72A) Arbitration and Conciliation Act, 1996 Stamp duty in Karnataka: ₹200 (Karnataka Stamp Act, Art. 5(j) 'Agreement not otherwise provided for'); e-stamp via SHCIL or Kaveri. Governing law: Indian Contract Act, 1872 (with particular reference to s.27 on restraint of trade). Remedies include specific performance under the Specific Relief Act, 1963 and injunctive relief.
Mutual Non-Disclosure Agreement Executed on [Date] at Bengaluru , Karnataka This Mutual Non-Disclosure Agreement ("Agreement") is entered into on [Date] at Bengaluru , Karnataka, India by and between:
Disclosing Party
Acme Private Limited
Priya Sharma, Director · CIN/LLPIN: U72900KA2020PTC123456
Registered / principal address
Receiving Party
Vendor Co LLP
Authorised representative · CIN/LLPIN: CIN / LLPIN (if a company or LLP)
Registered / principal address
(each a "Party" and collectively the "Parties") who, having competence to contract under s.11 of the Indian Contract Act, 1872, agree as follows:
1. Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by either Party (the "Discloser"), whether orally, in writing, visually, electronically or by inspection, whether or not marked as confidential, including but not limited to: (a) business plans, financial statements, customer and supplier lists, pricing and commercial terms; (b) trade secrets, know-how, algorithms, source code, product designs, technical specifications, research and development; (c) marketing strategies, unreleased product roadmaps; (d) employee data, salary information and personnel records; (e) any information a reasonable person in the Recipient's position would understand to be confidential having regard to its nature and the circumstances of disclosure.
2. Purpose
The Parties wish to explore Evaluation of a potential software licensing arrangement and joint go-to-market. (the "Purpose"). Confidential Information shall be disclosed by the Discloser to the other Party (the "Recipient") solely to evaluate or pursue the Purpose, and for no other purpose whatsoever.
3. Obligations of the Recipient
The Recipient shall: (a) hold the Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent of the Discloser; (c) use it solely for the Purpose; (d) protect it with at least the same degree of care as it uses for its own confidential information, and in any event no less than the care a reasonable person of ordinary prudence would exercise; (e) limit access to those employees, contractors, and professional advisers of the Recipient who have a bona-fide need to know the Confidential Information for the Purpose and who are bound by written confidentiality obligations at least as protective as those set out in this Agreement.
4. Exclusions
Confidential Information does not include information that: (a) is, at the time of disclosure, or subsequently becomes, publicly known through no act or omission of the Recipient; (b) was known to the Recipient before disclosure, as evidenced by contemporaneous written records; (c) is independently developed by the Recipient without use of or reference to the Confidential Information, as evidenced by written records; (d) is rightfully received from a third party who is not under any confidentiality obligation to the Discloser; or (e) is required to be disclosed by applicable law, court order, or regulatory authority (including without limitation SEBI, RBI, IT Dept., or law-enforcement agencies), provided that the Recipient (i) gives the Discloser prompt written notice (to the extent legally permitted) to allow the Discloser to seek a protective order, and (ii) discloses only the minimum portion legally required.
5. Term
This Agreement shall take effect on the Effective Date and shall continue for a period of 3 (three) years from the Effective Date. The obligations of confidentiality, non-use and return of materials shall survive any termination or expiration of this Agreement.
6. Return or Destruction
Upon written request by the Discloser or on expiration of this Agreement, whichever is earlier, the Recipient shall promptly (and in any event within 15 (fifteen) business days) return or destroy (at the Discloser's option) all Confidential Information in its possession or control, along with any copies, notes, extracts and derivative materials, and shall certify such return or destruction in writing to the Discloser. The Recipient may retain copies required by applicable law or its internal records-retention policy, provided such retained copies remain subject to this Agreement indefinitely.
7. No License; Intellectual Property
Nothing in this Agreement shall be construed as granting any licence, assignment, option or other right to the Recipient — by estoppel, implication, or otherwise — in or to any Confidential Information or any intellectual property rights of the Discloser, other than the limited right to use the Confidential Information solely for the Purpose. All Confidential Information remains the exclusive property of the Discloser. Any improvements, derivative works or inventions conceived by the Recipient that are based on or incorporate the Confidential Information shall vest with the Discloser, subject to the Copyright Act, 1957 and the Patents Act, 1970.
8. Restraint of Trade — Section 27
Nothing in this Agreement is intended to operate as a restraint of trade within the meaning of s.27 of the Indian Contract Act, 1872. The Parties agree that the obligations of confidentiality and non-use are reasonable, narrowly tailored to protect legitimate business interests, and do not prevent the Recipient from exercising any lawful profession, trade or business.
9. Remedies; Injunctive Relief
The Parties acknowledge that monetary damages may be insufficient remedy for breach of this Agreement and that the Discloser shall be entitled to seek equitable relief, including interim and permanent injunctions under the Specific Relief Act, 1963 and orders of specific performance, in addition to any other remedies available at law or in equity, without the requirement to post bond. The Parties further acknowledge that the Indian Penal Code, 1860 (or Bharatiya Nyaya Sanhita, 2023) may also apply to any criminal breach of trust under s.405 (s.316, BNS).
10. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, with particular reference to the Indian Contract Act, 1872, the Indian Stamp Act, 1899 (as amended and applicable in Karnataka), and the Information Technology Act, 2000. The Parties shall first attempt in good faith to resolve any dispute through negotiation between senior representatives within 30 (thirty) days of written notice. Failing resolution, the dispute shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator mutually appointed by the Parties, seat and venue at Bengaluru , Karnataka, conducted in the English language. Subject to the arbitration clause, the courts at Bengaluru , Karnataka shall have exclusive jurisdiction.
11. Notices
Any notice under this Agreement shall be in writing and sent to the Parties at their address or email given above, by pre-paid registered post / courier / email. Notice by email shall be deemed received on the earlier of an acknowledgement by the recipient or 24 hours after transmission, provided no bounce notice is received by the sender.
12. Entire Agreement; Severability
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior or contemporaneous communications. Any modification must be in writing and signed by both Parties. If any provision is held invalid or unenforceable, the remainder shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid one achieving substantially the same economic effect.
13. Additional Terms
Additional clauses (optional)
For the Disclosing Party
Acme Private Limited
______________________
For the Receiving Party
Vendor Co LLP
______________________
WITNESS 1
Name / signature / address
______________________
WITNESS 2
Name / signature / address
______________________