Checklist: 7 Clauses Your NDA Must Have in 2025
Published by M S Sulthan Legal Associates
Many NDAs in circulation today are generic and legally weak. In 2025, when confidential data travels across platforms and jurisdictions, your NDA must be precise, enforceable, and aligned with evolving regulatory expectations. This guide presents seven critical clauses every NDA must contain.
1. Definition of Confidential Information
Have you clearly defined what qualifies as confidential, including data formats and categories?
Courts require clarity. Overly broad or vague definitions may not hold up in litigation.
2. Duration of Obligation
Does the NDA set a clear timeline for how long confidentiality must be maintained?
Ensure the obligation continues for a set time after termination and distinguishes between contract term and confidentiality term.
3. Jurisdiction and Governing Law
Have you specified the governing law and dispute resolution jurisdiction?
In cross-border scenarios, the absence of this clause often leads to procedural confusion and delay.
4. Standard Exclusions
Does the agreement exclude information already public, known, or legally disclosed?
Standard exclusions reduce the chance of overreach and strengthen enforceability.
5. Purpose Limitation
Is the use of the disclosed information restricted to a defined and legitimate purpose?
Without a purpose clause, you risk your confidential data being reused in unrelated ventures.
6. Return or Destruction of Data
Does the NDA mandate return or destruction of data after the relationship ends?
A strong exit clause is essential for data privacy compliance under DPDPA and GDPR.
7. Remedies for Breach
Have you included rights to injunctive relief and specific performance?
Stating legal remedies upfront allows faster enforcement in case of breach.
Summary Table: NDA Clause Review
| Clause | Key Compliance Question |
|---|---|
| Confidentiality Scope | Is the definition specific, inclusive, and context-aware? |
| Duration | Are confidentiality obligations valid post-contract? |
| Jurisdiction | Is the governing law and venue clearly stated? |
| Exclusions | Are standard exceptions clearly outlined? |
| Purpose Limitation | Is usage of information restricted to stated goals? |
| Return/Destruction | Does the clause ensure post-termination data handling? |
| Remedies | Are legal remedies and rights to injunction stated? |
Need Legal Help with Your NDA?
M S Sulthan Legal Associates offers legally robust NDA drafting, review, and automation services tailored to businesses, startups, and international clients.
Email: contact@mssulthan.com
Phone: 9847980019
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