This is a PPT on basics of drafting of Confidentiality Agreements/Non-Disclosure Agreements. It is useful for students of BA.LLB, BBA.LLB, LLB, BAF. Teachers can use it to teach the topic. Use lecture method of classroom pedagogy. Students should refer to textbooks and reference books for in-depth study.

1. ADV. SHRADDHA PANDIT
BA, LLB, LLM, SET, Diploma in German,
Post Graduate Diploma in IPR, AIBE, Pursuing Ph.D. in
Law
Confidentiality Agreements / Non-
Disclosure Agreements
© ADV. SHRADDHA PANDIT 2024 1

2. SOME BASIC RULES
Keep mobile phones away, unless you are asked to check some provision of
law (that includes laptops, tablets, etc.)
You need not take screenshots of the slides as I will be sharing them after
completing the portion/topics
You need to refer to a variety of resources that are Bare Acts, reference
books, research papers, etc. and not just these PPTs.
You have to interact in the class to know more.
Let us not just GO through the syllabus, but GROW through the syllabus!
© ADV. SHRADDHA PANDIT 2024 2

3. CONFIDENTIALITY AGREEMENTS /
NON-DISCLOSURE AGREEMENT
 Introduction
 A Confidentiality Agreement is a legal document between two parties that
prevents the release of information, ideas, transaction details, and more to third parties.
It’s common for businesses to use these agreements during interactions with potential
purchasers, clients, or hires to ensure confidential or proprietary information isn’t
released or misused to the detriment of the owner.
 The document formalises relationships between parties and guides behaviour and
use of the information. It also acts as evidence of an agreement in court upon the
release of confidential information. A Confidentiality Agreement is also known as the
following:
 Non-disclosure agreement (NDA)
 Proprietary information agreement
 Secrecy agreement
© ADV. SHRADDHA PANDIT 2024 3

4. Meaning, Purpose & Types
Between employer and employee in Corporates
Non disclosure agreement (NDA) is entered into between the Employer (the owner of the Confidential
Information) and the Employee (the receiver of the Confidential Information) with respect to the
protection of confidential information/ documents, received by employee during the tenure of his/ her
employment with the Company, from sharing without prior permission of Employer.
NDA is a legal contract between two parties that outline the Confidential Information shared by the
Parties but restrict the access to the other third party. For a business to grow, it is utmost important to
keep certain information intact within its organisation. Therefore, employer needs to ensure that the
confidential information is not passed on to any person without his permission, which may otherwise
create hindrance in the growth and success of its business.
© ADV. SHRADDHA PANDIT 2024 4

5. © ADV. SHRADDHA PANDIT 2024 5

6. Between hotel owner and chef in food
business
Every business has some secrets which need
to be protected including but not limited to
Client lists / user/ consumer information,
Intellectual Property Rights, Trade secrets
(including secret recipes in case of food
business), photographs, videos, images, pdfs,
ppts, software, hardware, disks, etc.
© ADV. SHRADDHA PANDIT 2024 6

7. © ADV. SHRADDHA PANDIT 2024 7

8. Between Lawyers/CAs/doctors/hospitals and their
interns/associates/ apprentices/ clerks
It becomes imperative for any Lawyer/ CA to keep his
or client’s details confidential even when teaching his or
her associates/apprentices/ clerks or sharing /
delegating any work to them. Also, the doctors or
hospitals are required to get NDAs signed from their
interns / trainee doctors during their training as data of
patients need to be kept safe from leaks.
© ADV. SHRADDHA PANDIT 2024 8

9. Benefits
The NDAs also require the employees to return all tools, implements, laptops, files,
stationary, office space used by him to her during training/ employment back to the
employer on termination or cessation of employment.
Therefore, NDAs ensure safe and perpetual business without fear of data leaks and
intrusions from competitors. This helps businesses to expand without hindrances.
Thus, businesses, companies, law and CA firms can continue to do business and
maintain their strategic positions at the marketplace.
© ADV. SHRADDHA PANDIT 2024 9

10. © ADV. SHRADDHA PANDIT 2024 10
Remember:
 In India, there is a legislation to regulate trade secrets. But, in India there isn’t a written law.
 Uniform Trade Secrets Act ("UTSA") is a piece of legislation that defines trade secrets and describes claims
related to trade secrets. To date, 47 states and the District of Columbia have adopted the UTSA.
 The UTSA provided for several potential remedies for wrongs committed under the act, including injunctive
relief, damages, and attorney's fees.

11.  Controversies and lack of legislations:
 No legislation governing Trade Secrets in India
 Protection by way of Contracts – Damages for
Breach of Contracts
 Recognition of legal rights in Trade Secrets by
courts of law invoking the equitable jurisdiction –
unclear as yet.
 Past cases show attempts to combine causes of
action with violation of statutory IPRs
 Criminal Breach of trust under S.406 of IPC,
1860:
 “Whoever commits a criminal breach of trust shall
be punished with imprisonment of either
description for a term which may extend to three
years, or with fine, or with both.”
 Other statutes such as the IT Act, 2000 is relied
on.
© ADV. SHRADDHA PANDIT 2024 11

12. Case law:
In cases such as Burlington Home Shopping v. Rajnish Chibber
61(1995)DLT6, the defendant was a former employee of the company who
utilized the plaintiff company’s contacts database in a similar business started
by him after leaving the company. The Hon’ble HC of Delhi protected the
plaintiff company under law relating to trademarks and confidential
information and held that contacts database was developed through the skill
and labour by the plaintiff company.
© ADV. SHRADDHA PANDIT 2024 12

13. Constitutionality
All essentials of a valid contract are also applicable for an NDA.
Signing an NDA is not violative of Constitutional provisions namely Article 19(1)(g) that includes the
Right to Freedom of Occupation, Trade and Business
© ADV. SHRADDHA PANDIT 2024 13

14. FURTHER READING!
List of books to refer (you can find more detailed notes and model drafts in these books as well):
Nondisclosure Agreements: Protect Your Trade Secrets and More: The plain-English legal
information & forms you need to safeguard your business interests by Richard Stim & Stephen
Fishman
Drafting, Pleading and Conveyancing by Dr. S. R. Myneni, Asia Law House, Hyderabad
Lectures on Drafting, Pleading and Conveyancing by Dr. Rega Surya Rao, Asia Law House,
Hyderabad
Drafting, Pleading, Conveyancing & Professional Ethics By Noshirvan H. Jhabvala, C. Jamnadas
& Co., Mumbai
© ADV. SHRADDHA PANDIT 2024 14

15. Acknowledgements
Firstly, I would thank my family for its constant
support.
I would also love to thank PGCL for giving me
this wonderful opportunity.
Last, but not the least, I would thank all my
wonderful students for making this session a
huge success!
All the best!
© ADV. SHRADDHA PANDIT 2024 15

16. CONNECT TO ME ON THESE!
Linkedin: www.linkedin.com/in/shraddha-pandit-1267591a6
ORCID ID: https://orcid.org/0009-0008-3669-5883
Lawteachers.in: https://law-teachers.in/law-teachers-details.php?id=392
RESEARCHGATE: https://www.researchgate.net/profile/Shraddha-
Pandit-8
© ADV. SHRADDHA PANDIT 2024 16