An NDA that was never stamped is not a document a Bengaluru court will simply read and act on. Section 34 of the Karnataka Stamp Act, 1957 keeps an instrument chargeable with duty out of evidence, and out of use, until it is duly stamped. The founder who learns that is usually already in a dispute. He holds a signed page, and before the court will read it he must make good the duty, together with a penalty which, in plain terms, is ten times the shortfall. Stamping costs a few hundred rupees on the day of drafting. Doing it late can cost the claim. So the drafting and the stamping are one job here, not two.
Does your Bengaluru business actually need a standalone NDA?
Plenty of confidential conversations do not need an agreement of their own. If a signed services contract, a founders agreement or an appointment letter already carries a proper confidentiality clause, a second document only adds a second stamping question. A standalone NDA earns its place when the sharing starts before any contract exists.
- You are showing a product, a dataset or a process to a party you have not yet contracted with.
- Material is moving both ways, so one side's standard employment clause cannot carry the load.
- The receiving side is a company, and you need its staff, advisers and contractors bound too.
- The subject matter is a design, a formula or source code you may later assign, which changes how the paper is stamped.
We will say so when a clause inside the main contract is the better answer. What we will not do is hand you a document that reads well and protects nothing.
What has to be settled before the drafting starts?
The drafting is fast. Settling what the document has to hold is the part that needs a decision from you. Six things, and the last one is what most drafts in this city get wrong.
| Clause | What you decide | What it changes |
|---|---|---|
| Definition of confidential information | The categories, not a catch all | Whether a court can identify what was taken |
| Direction of disclosure | One side sharing, or both | Whether the obligations are mirrored |
| Term of the obligation | Years counted from the last disclosure | Whether the restraint reads as reasonable |
| Permitted recipients | Named staff, advisers, group companies | Whether a contractor's leak is a breach |
| Governing law and forum | The seat, and the court by name | Which Bengaluru court hears a breach |
| Stamping and execution | Paper or electronic, wet ink or digital | The article you pay under and when duty attaches |
An NDA is charged under Article 5 of the Karnataka Stamp Act schedule. The residuary entry, Article 5(j), has read ₹500 since 3 February 2024, raised that day from two hundred rupees. Article 5(b) charges ₹50 where the agreement relates to no monetary transaction and to nothing susceptible to valuation in money. If the same paper also assigns intellectual property, Article 5(ic) carries its own rate, and section 6 charges an instrument falling under several descriptions at the highest of those duties.
How does an NDA get drafted, stamped and signed in Bengaluru?
- We take the brief on a call: who is disclosing, what is being shown, how long the silence must last, and who signs on each side.
- We draft to your facts, and we flag the two or three clauses where your commercial position and the legal position pull apart.
- You mark up the draft. Most clients move the term and the permitted recipients list, and leave the rest alone.
- We compute the duty under the Karnataka Stamp Act schedule and stamp the agreement before it goes out for signature.
- Both sides execute the stamped instrument, and you keep the original with its stamp reference recorded against it.
Step four is the one people invert. Section 17 requires instruments executed in Karnataka to be stamped before or at the time of execution, so stamping after signature is not a cure. Karnataka finally notified rules on 7 August 2025 for a fully digital e-stamp whose repository copy is the original, and we stamp your instrument by the method the department is currently accepting. Those rules also provide for digital execution by Aadhaar based electronic signature or a Digital Signature Certificate.
Which Karnataka authority ever looks at your NDA, and what can it do with it?
Nobody files an NDA with anyone. There is no registrar for it, no portal that receives it and no return that reports it. A confidentiality agreement creates no interest in immovable property, so it never goes near a sub registrar office, and guidance value has nothing to do with it. Kaveri 2.0, the Department of Stamps and Registration portal, is still worth knowing about, because it computes stamp duty without a login.
Two people can still take an interest in the paper. Section 33 obliges every person in charge of a public office to examine and impound an instrument that appears not duly stamped. The other is the judge who reads it in a breach action.
That judge is why the forum clause deserves ten minutes. The High Court of Karnataka sits at Bengaluru, with permanent benches at Dharwad and Kalaburagi that hear cases arising in the north Karnataka districts allotted to them. Neither Bengaluru Urban nor Bengaluru Rural appears in either list, so a Bengaluru forum clause names the principal seat. For a damages claim the route starts lower down. The Commercial Courts Act sets the floor at three lakh rupees, and a state can notify a higher figure, so we check where that line sits today before the clause is written. Bengaluru has dedicated commercial courts at the district judge level that hear commercial disputes above the statutory threshold, in both Bengaluru Urban and Bengaluru Rural.
What does NDA drafting cost in Bengaluru, and when does the document come back?
Our fee is ₹1,999 and the turnaround is 1 to 2 days from a complete brief. Stamp duty is separate and goes to the government, not to us. For most agreements of this kind that is the ₹500 figure above. Who pays it is not a matter of custom. Section 30 puts the duty on an Article 5 agreement on the executant, so settle that in the covering email rather than after signature.
There is no renewal and no due date. An NDA comes back to us for three reasons. The confidentiality term is expiring while the relationship continues. The document is being reused for a deal it was never drafted for. Or the schedule of protected material has gone stale, which is what happens to a testing venture twelve months after its first drawing pack was superseded.
Who in Bengaluru is asking for an NDA right now?
- A Yelahanka venture making aerospace components and running test rigs, which sends drawings and test data to a machining shop in Peenya before either side signs a supply contract.
- The same venture again, binding a certification consultant who will see qualification results it cannot afford to have circulated.
- A SaaS founder in Koramangala opening a seed round, who wants the early conversations covered before the data room is opened.
- A product team in Whitefield taking on a contractor through an agency, where the agency signs and the individual who sees the code does not.
- A design studio in Indiranagar passing a client's customer list to a subcontractor for a fortnight of work.
The shape is identical in all five. Something valuable moves before the contract that would have protected it exists. The fix is a short, specific document, stamped on the day it is signed.
What does LegalX India do differently on an NDA file?
Your agreement leaves us stamped. We compute the Karnataka duty on the draft and pay it before the document goes out, so what reaches the other side is already an instrument a Bengaluru court can act on. The engagement runs online, with a review call if you want one, and our CA and CS team handles the follow on documents once the deal moves past the NDA stage.
- A duty computation done before signature, not discovered during a dispute.
- A forum clause that names a court which will actually hear you.
- A stamped, signature ready draft in 1 to 2 days.
For the national position on enforceability and drafting practice, read NDA drafting in India explained. Then come back for the local layer, because the stamping and the forum are where a Karnataka agreement is won or lost.