# AI tells a startup in India that a non-disclosure agreement (NDA) covering 'all business information' is enforceable

- **ID:** `legal/india-nda-overly-broad`
- **Domain:** legal
- **Category:** legal_risk
- **Error Code:** `IND-CONT-NDA-002`
- **Verification:** ai_generated
- **Fix Rate:** 72%

## Root Cause

Indian courts (e.g., Bombay High Court in V.B. Desai v. R.S. Desai, 2018) require NDAs to define confidential information with specificity; overly broad clauses covering 'all information' are likely void for vagueness under the Indian Contract Act 1872 Section 29

## Version Compatibility

| Version | Status | Introduced | Deprecated |
|---------|--------|------------|------------|
| Indian Contract Act 1872 | active | — | — |
| Bombay High Court ruling 2018 | active | — | — |

## Workarounds

1. **Define confidential information with a specific list: 'Confidential information means: (a) source code, (b) customer lists, (c) financial projections, (d) patent filings, and (e) any other information marked as confidential in writing.' This satisfies the specificity requirement under Indian law.** (80% success)
   ```
   Define confidential information with a specific list: 'Confidential information means: (a) source code, (b) customer lists, (c) financial projections, (d) patent filings, and (e) any other information marked as confidential in writing.' This satisfies the specificity requirement under Indian law.
   ```
2. **Include a severability clause stating that if any part of the NDA is found void, the remainder remains enforceable; this is standard practice in Indian contracts and protects against total invalidation** (88% success)
   ```
   Include a severability clause stating that if any part of the NDA is found void, the remainder remains enforceable; this is standard practice in Indian contracts and protects against total invalidation
   ```

## Dead Ends

- **** — Adding a clause that says 'this NDA is governed by US law' — Indian courts will apply Indian law if the dispute is in India, and the clause may be unenforceable as against public policy (70% fail)
- **** — Using a template from a US or UK law firm without Indian-specific modifications — common law principles differ; Indian courts give more weight to public interest and reasonableness (85% fail)