Due diligence requires handing your financials and marketing plans to someone who may become your acquirer — or, if the deal fails, your competitor’s investor. The NDA is what stands between those two outcomes, and this case shows both its strength and its limits.
What an NDA is
A non-disclosure agreement records that confidential information is being shared, specifies its nature and purpose, and includes an undertaking not to reveal it for a stated period.
The facts
Fairfest Media Limited, a travel trade show organiser operating since 1989, signed an NDA with ITE Group PLC on 15 March 2013, valid for six months plus two years thereafter. Fairfest then shared confidential financial and marketing information on 20 March 2013.
After ITE rejected Fairfest’s counteroffer, it acquired a 28% stake in a competitor, Asian Business Exhibitions & Conferences Ltd. (ABEC), on 5 July 2013.
ABEC then organised the India International Travel & Tourism event in January 2014, with ITE as co-sponsor — despite ITE having earlier denied involvement. The brochure for the 2015 edition featured a logo resembling Fairfest’s.
Fairfest sought an injunction and ₹500 million in compensation.
The decision
The court’s findings were mixed, and instructive on both sides.
It held that Fairfest could not publicly disclose its own confidential information in the proceedings — a real constraint on a claimant, since proving misuse ordinarily requires showing what was taken.
But ITE’s misrepresentation about its involvement with ABEC, together with the logo similarity, constituted a breach. The court ordered:
- removal of the contested logo and ITE’s name from promotional materials; and
- an injunction protecting the confidential information through 30 September 2015.
What the case teaches
Courts do recognise and enforce NDAs. That is the headline, and it matters in a jurisdiction with no trade secrets statute, where protection rests entirely on contract and the equitable duty of confidence.
But the evidence problem is real. Fairfest could not put its confidential information on the public record, which is the structural difficulty in every trade secrets claim: proving what was misused risks destroying the secrecy being protected. Here, what carried the claim was not the confidential information itself but conduct around it — the denial of involvement later contradicted, and the similar logo. Circumstantial evidence of that kind is often what actually wins these cases.
The term is the limit. The injunction ran to 30 September 2015 — tracking the NDA’s own duration. An NDA protects for as long as it says it does, which is why the six months plus two years formulation deserved more attention when it was signed than it probably received.
Drafting decides outcomes. As with any confidentiality obligation, the scope of what counts as confidential should be defined, since an undefined clause is read down and information already in the public domain cannot be protected at all.
The takeaways
- Indian courts enforce NDAs — significant, given there is no trade secrets statute.
- Conduct evidences breach where the confidential information itself cannot be disclosed.
- The injunction lasts as long as the NDA — negotiate the term deliberately.
- Define what is confidential — undefined obligations get read down.
Frequently asked questions
Are NDAs enforceable in India? Yes — Indian courts recognise and enforce them, which matters particularly because India has no dedicated trade secrets statute.
How do you prove breach without revealing the secret? Often through conduct — as here, where a denial of involvement later contradicted by the facts, and a similar logo, established the breach.
How long does NDA protection last? For the period the agreement specifies. The injunction here ran to the end of the NDA’s own term.
What should an NDA define? The nature and scope of the confidential information, the purpose for which it is shared, the permitted recipients, and the duration of the obligation.
Useful official resources
- The Indian Contract Act, 1872
- Calcutta High Court