Investor NDA template
A short, two-page mutual NDA to use when you share genuinely sensitive material with an investor, such as monthly accounts, customer contracts, salaries or code. Fill in the blanks, then download it as a Word file or save it as a PDF.
MUTUAL NON-DISCLOSURE AGREEMENT
This agreement is made on [Date] between:
- [Company legal name], a company incorporated in India, with its registered office at [Registered address] (the "Company"); and
- [Investor legal name], with its office at [Investor address] (the "Investor").
The Company and the Investor are each a "Party" and together the "Parties".
1 Purpose
The Parties want to share information with each other only so that the Investor can evaluate a possible investment in the Company (the "Purpose").
2 What is confidential
"Confidential Information" means information one Party (the "Discloser") shares with the other (the "Recipient") for the Purpose, in any form, that is marked confidential or would obviously be understood to be confidential.
It does not include information that:
- is or becomes public, other than through the Recipient breaking this agreement;
- the Recipient already knew before it was shared, as shown by its records;
- the Recipient develops independently, without using the Confidential Information; or
- the Recipient receives lawfully from someone else who is free to share it.
3 What it may be used for
The Recipient will use Confidential Information only for the Purpose, and for nothing else.
4 Who it may be shared with
The Recipient may share Confidential Information only with its partners, directors, employees, lawyers and advisers who need it for the Purpose and are bound by a duty of confidentiality at least as strict as this one. The Recipient is responsible for them.
The Recipient may also disclose Confidential Information if the law, a court or a regulator requires it, after telling the Discloser where the law allows.
5 How long it lasts
These duties last for [two / three] years from the date of this agreement.
6 At the end
When the Discloser asks, the Recipient will delete or return the Confidential Information. It may keep copies that its systems keep automatically as backups, or that the law requires it to keep, and those copies stay confidential.
7 No obligation
This agreement does not oblige either Party to invest, to continue discussions or to enter into any other agreement, and it does not give the Recipient any licence or rights in the Confidential Information.
8 Law and courts
This agreement is governed by the laws of India. The courts at [City] have jurisdiction.
Signed for the Parties
| For the Company | For the Investor |
|---|---|
| Name: [Name] | Name: [Name] |
| Title: [Title] | Title: [Title] |
| Signature: | Signature: |
| Date: | Date: |
Before you send it
- Don't ask for an NDA to send your deck or take a first call. Most VCs won't sign at that stage. Use this once an investor is in diligence or close to a term sheet, or show it before your sensitive data room folders open.
- Two to three years is common and acceptable to most investors.
- Keep this agreement mutual: you will see some of the investor's documents too, and mutual NDAs get signed faster. Leave out non-compete and non-solicit clauses. No professional investor will accept a promise not to invest in competitors, and asking for one can stall the conversation.
- A lighter alternative: show this NDA the first time an investor opens your sensitive folders, and record their acceptance with their name, email and time. Electronic agreements are generally recognised in India under the Information Technology Act. If confidentiality really matters to your business, have a lawyer review the wording once, then reuse it.
When to ask for an NDA, and the five clauses that matter, are in our guide, NDA for investors: when to ask and what to put in it.
This template is general information, not legal advice. Have a lawyer review it for your company and state.