Non-disclosure agreements are signed daily across UK business, from pre-acquisition due diligence to employment settlements. Most people sign them without reading them carefully. Most of those who do read them are uncertain what they are actually agreeing to.
Paste any UK contract clause and get a structured risk report — plain English, red flags, enforceability insight, and a suggested counter-proposal.
What an NDA does
An NDA creates a legal obligation not to disclose specified information to third parties without the other party's consent. The obligation is contractual — if you breach it, the other party can seek an injunction to prevent further disclosure and claim damages for losses caused. In commercial contexts, those damages can be significant.
What actually counts as confidential information
The definition of confidential information determines what you are actually bound to protect. Broad definitions — "all information disclosed in any form" — are common and potentially unenforceable in their full scope. Information already in the public domain cannot be confidential regardless of what the contract says. Standard carve-outs in a well-drafted NDA include publicly available information, information already known to the receiving party before disclosure, independently developed information, and information disclosed pursuant to a legal requirement. If any of these are missing, add them — they are reasonable and widely accepted.
Duration and mutual obligations
NDAs should be time-limited. An obligation of confidentiality that runs indefinitely is harder to enforce than one with a defined duration for general business information. For commercial NDAs, two to five years is typical; for genuine trade secrets with lasting value, longer periods may be justified. If you are sharing confidential information but not receiving any in return, a one-way NDA is appropriate — accepting a one-way NDA in a mutual information exchange means you bear all the obligations and receive none of the protection.
What NDAs cannot do in the UK
Since 2023, UK law has significantly restricted the use of NDAs to silence workers who have experienced workplace sexual harassment or discrimination. NDAs cannot prevent a protected disclosure under whistleblowing legislation, cannot prevent disclosure to the police or a regulator, and cannot prevent disclosure to a legal adviser for the purpose of obtaining advice about the NDA itself. These limitations apply regardless of what the NDA says.