• Chapter on Contract (Part 5)

• Recognizes freedom of contract

• Defines validity, voidability, and enforceability

2. Contract Act, 2056 (2000) (for historical reference in older contracts)

3. Companies Act, 2063 (2006)

• Director’s fiduciary duties

• Protection of company interests

4. Electronic Transactions Act, 2063 (2008)

• Legal validity of digital contracts and electronic signatures

5. Patent, Design and Trademark Act, 2022

• Protection of intellectual property and trade secrets

6. Privacy Act, 2075 (2018)

• Data protection and confidentiality obligations

7. Labor Act, 2074 (2017)

• Confidentiality obligations of employees

Key Legal Provisions in NDA Contracts

An enforceable NDA in Nepal must include the following essential clauses:

• Definition of Confidential Information

• Purpose of Disclosure

• Obligations of Receiving Party

• Duration of Confidentiality

• Exclusions from Confidential Information

• Non-compete and Non-solicitation (if applicable)

• Remedies for Breach

• Jurisdiction and Dispute Resolution (District Court / Arbitration)

• Governing Law (Laws of Nepal)

• Indemnity and Damages Clause

Under the Civil Code 2017, a contract must have:

• Free consent

• Lawful object

• Consideration

• Competent parties

Failure to meet these conditions may make the NDA void.

Administrative Authorities Involved

Generally, NDAs do not require government registration. However, depending on the purpose, the following authorities may be involved:

• Office of Company Registrar (OCR) – Company-related agreements

• Department of Industry (DOI) – Technology transfer & foreign investment

• Department of Intellectual Property

• Inland Revenue Department (for tax implications)

• District Courts of Nepal – For enforcement

For foreign investment projects, NDAs may be reviewed during approval processes.

 NDA Contract Drafting Service in Nepal

What is an NDA?

A legally binding contract protecting confidential information from unauthorized disclosure.

Why is NDA necessary in Nepal?

To protect trade secrets, client databases, business models, source codes, financial information, and investment negotiations.

Who needs an NDA?

• Startups

• IT companies

• Law firms

• Manufacturers

• Consultants

• Investors

• Employees

• Joint venture partners

When is an NDA required?

• Before business discussions

• During mergers & acquisitions

• Before sharing proprietary data

• During employment

Where is NDA enforceable?

District Courts of Nepal or through Arbitration as agreed.

How is NDA drafted?

Through legal consultation, customization, clause structuring, and compliance verification under Nepali law.

Eligibility Criteria for NDA Drafting

Anyone legally competent under Nepali law can enter into an NDA:

• Individuals above 18 years

• Registered companies

• Partnership firms

• Foreign investors (subject to applicable law)

• NGOs and INGOs

Both parties must have legal capacity and free consent.

Documents Required for NDA Drafting

To draft a professional NDA in Nepal, the following documents are generally required:

• Citizenship certificate / Passport copy

• Company Registration Certificate

• PAN/VAT Certificate

• Board Resolution (if company)

• Details of Confidential Information

• Purpose of Agreement

• Existing contracts (if related)

For foreign entities:

• Incorporation documents

• Authorized representative documents

Step-by-Step Process of NDA Drafting in Nepal

Step 1: Legal Consultation

Understand the purpose, risk level, and business model.

Step 2: Information Assessment

Identify confidential data categories.

Step 3: Drafting Customized NDA

Prepare clauses aligned with Civil Code 2017.

Step 4: Risk & Compliance Review

Check enforceability and compliance with Privacy Act and IP laws.

Step 5: Negotiation & Revision

Revise as per party requirements.

Step 6: Execution

Physical or digital signing (recognized under Electronic Transactions Act).

Step 7: Safe Record Keeping

Maintain digital and physical copies.

Cost of NDA Drafting Service in Nepal (2026 Update)

The professional fee depends on complexity:

• Simple Mutual NDA: NPR 5,000 – 15,000

• Employee NDA: NPR 3,000 – 10,000

• Corporate/Investor NDA: NPR 15,000 – 50,000

• International NDA: NPR 25,000 – 100,000

Complexity, negotiation, foreign jurisdiction clauses, and arbitration clauses increase cost.

Timeline for NDA Drafting

• Simple NDA: 1–2 working days

• Customized Corporate NDA: 3–5 working days

• International/Investment NDA: 5–10 working days

Urgent drafting services are available within 24 hours.

Other Legal Compliances

• Compliance with Privacy Act 2018

• Data protection safeguards

• Intellectual Property registration (if applicable)

• Non-compete restrictions must be reasonable

• Stamp duty (if required for evidentiary strength)

• Arbitration Act compliance (if arbitration clause included)

FAQs on NDA Contract Drafting Service in Nepal

1. Is NDA legally valid in Nepal?

Yes. NDA is legally enforceable under the National Civil Code 2017.

2. Does NDA need registration in Nepal?

No, registration is not mandatory unless linked with technology transfer or foreign investment.

3. What happens if someone breaches NDA in Nepal?

You can claim compensation, injunction, and damages in District Court or initiate arbitration.

4. Can NDA be signed digitally in Nepal?

Yes. Digital signatures are valid under the Electronic Transactions Act 2008.

5. How long does NDA remain valid?

Usually 2–5 years, but trade secret protection may extend longer.

6. What is the difference between unilateral and mutual NDA?

Unilateral NDA protects one party’s information; mutual NDA protects both parties.

7. Can employees be bound by NDA after leaving company?

Yes, if reasonable and not against public policy.

8. Is NDA enforceable against foreign companies?

Yes, if jurisdiction and governing law clauses are properly drafted.

9. How much does it cost to draft NDA in Nepal?

Typically ranges from NPR 5,000 to NPR 50,000 depending on complexity.

10. Do startups in Nepal need NDA?

Absolutely. Startups are most vulnerable to idea theft and data leaks.

Disclaimer

This article is for informational purposes only and does not constitute legal advice. Laws may change, and specific cases require professional legal consultation. For customized NDA contract drafting service in Nepal, consult a licensed legal practitioner to ensure compliance with the latest laws and business requirements.