Non-Disclosure Agreement (NDA)

A Non-Disclosure Agreement (NDA) is the written contract by which one party (the disclosing party) shares confidential information with another (the receiving party) on the understanding that the receiving party will not use or reveal that information for any purpose outside the specific relationship at hand. NDAs are the standard first step in almost every business conversation that involves sensitive information: fundraising talks with investors, hiring senior employees who will see trade secrets, exploring an acquisition, licensing technology, or discussing a manufacturing partnership. A tight NDA turns 'please keep this secret' into a legally enforceable obligation. The four things a good NDA gets right are: what counts as confidential, what the receiving party is allowed to do with it, how long the obligation lasts after the relationship ends, and the remedy for breach.

Stamp & registrationExecuted on Tk. 300 non-judicial stamp is standard for two-party NDAs in Bangladesh. Two witnesses are recommended. Notarisation is not compulsory but adds evidentiary weight in court. A ChuktiQ digital NDA with OTP-verified signatures is admissible under Sections 6 and 7 of the ICT Act, 2006 and works well for fast-moving pre-transaction conversations where waiting for a physical stamp signing would delay a deal.

What this agreement typically contains

Full identity of the disclosing party and the receiving party
Recital of the purpose — the specific transaction or relationship the NDA supports
Definition of 'confidential information' — inclusions and exclusions
Permitted uses — what the receiving party may do with the information
Prohibited uses — sharing with third parties, using in a competing business
Standard of care — the receiving party must protect the info as it protects its own
Duration of the confidentiality obligation after the relationship ends (typically 2-5 years)
Return or destruction of confidential material on termination
Remedy for breach — damages and injunction
Governing law (Bangladesh) and dispute-resolution route
Signatures of authorised representatives and witnesses

Create this agreement now

Frequently asked questions

How do we make an NDA enforceable in Bangladesh?: An NDA is enforceable as an ordinary contract under the Contract Act, 1872, provided (a) it clearly defines what information is 'confidential' — vague definitions are the single most common reason NDAs fail in court, (b) the confidentiality obligation is for a reasonable period after termination (usually 2-5 years — indefinite terms are often reduced by courts), (c) the receiving party's permitted uses are spelled out narrowly, and (d) the parties agree on a remedy for breach (typically both damages and an injunction). Executing on Tk. 300 non-judicial stamp with witnesses, or via ChuktiQ with OTP-verified signatures under Sections 6 & 7 of the ICT Act, 2006, both work.
Should an NDA be one-way or two-way?: Depends on the situation. If only one side is sharing sensitive information (e.g. an investor being pitched by a startup — usually the startup is disclosing), a one-way NDA where only the receiving party is bound is honest and adequate. If both sides will be sharing sensitive info (e.g. two companies exploring a merger, or two SMEs partnering on a joint bid), a mutual (two-way) NDA where each side is both a disclosing and receiving party is standard. Using a two-way NDA when only one party actually has sensitive info doesn't hurt anyone and often speeds up the sign-off.

Other contracts in this category

What this agreement typically contains

Full identity of the disclosing party and the receiving party

Recital of the purpose — the specific transaction or relationship the NDA supports

Definition of 'confidential information' — inclusions and exclusions

Permitted uses — what the receiving party may do with the information

Prohibited uses — sharing with third parties, using in a competing business

Standard of care — the receiving party must protect the info as it protects its own

Duration of the confidentiality obligation after the relationship ends (typically 2-5 years)

Return or destruction of confidential material on termination

Remedy for breach — damages and injunction

Governing law (Bangladesh) and dispute-resolution route

Signatures of authorised representatives and witnesses

Frequently asked questions

How do we make an NDA enforceable in Bangladesh?

An NDA is enforceable as an ordinary contract under the Contract Act, 1872, provided (a) it clearly defines what information is 'confidential' — vague definitions are the single most common reason NDAs fail in court, (b) the confidentiality obligation is for a reasonable period after termination (usually 2-5 years — indefinite terms are often reduced by courts), (c) the receiving party's permitted uses are spelled out narrowly, and (d) the parties agree on a remedy for breach (typically both damages and an injunction). Executing on Tk. 300 non-judicial stamp with witnesses, or via ChuktiQ with OTP-verified signatures under Sections 6 & 7 of the ICT Act, 2006, both work.

Should an NDA be one-way or two-way?

Depends on the situation. If only one side is sharing sensitive information (e.g. an investor being pitched by a startup — usually the startup is disclosing), a one-way NDA where only the receiving party is bound is honest and adequate. If both sides will be sharing sensitive info (e.g. two companies exploring a merger, or two SMEs partnering on a joint bid), a mutual (two-way) NDA where each side is both a disclosing and receiving party is standard. Using a two-way NDA when only one party actually has sensitive info doesn't hurt anyone and often speeds up the sign-off.