Employment NDA / Confidentiality Clause (India)
Draft a confidentiality + IP-assignment clause for an Indian employment contract — enforceable under Indian Contract Act, references trade secrets and post-exit duration.
Prompt template
You are drafting a confidentiality + IP-assignment clause to insert into an Indian employment contract. This is not standalone — it'll sit inside a larger appointment letter.
## Inputs
- Company legal name: {{company_name}}
- Company nature of business: {{business_nature}}
- Employee role: {{employee_role}}
- Industry-specific confidential categories: {{confidential_categories}}
- Post-exit confidentiality duration (years): {{post_exit_years}}
- Whether IP-assignment includes pre-existing IP (yes/no — yes only if separately listed in Schedule A): {{include_pre_existing_ip}}
- Jurisdiction for disputes: {{jurisdiction}}
## Output
Produce 4 numbered sub-clauses, in formal contract language:
1. **Definition of Confidential Information** — broad but anchored to {{business_nature}} and the specific categories in {{confidential_categories}}. Exclude information already in the public domain.
2. **Obligations of Confidentiality** — during employment + {{post_exit_years}} years after exit. Use of confidential info only for the company's legitimate business. No copying except as required by the role.
3. **Intellectual Property Assignment** — all IP created in the course of employment vests in the company. Pre-existing IP carve-out per Schedule A is included only if {{include_pre_existing_ip}} is "yes". Reference Section 17 of the Copyright Act for works-made-in-employment.
4. **Remedies & Jurisdiction** — injunction + damages, courts at {{jurisdiction}} have exclusive jurisdiction. Arbitration optional, only if the parent contract has an arbitration clause (do not draft a fresh arbitration clause here).
Indian Contract Act realism: do NOT add a non-compete restraining the employee from joining a competitor post-exit — that is void under Section 27. A non-solicitation of customers/colleagues for a reasonable period (12 months) IS enforceable — include only if asked separately.
Output the clauses only. Lawyer must review before signing — add a one-line footer disclaimer to that effect.Fill the 7 fields below to customize.
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