Non-Disclosure Agreement Solicitor
A non-disclosure agreement (NDA) is a contract in which one or both parties agree to keep specified information confidential and use it only for an agreed purpose.
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Adam Bernard Solicitors drafts and reviews NDAs for businesses sharing commercial information, investors, employers and individuals, and advises on the growing list of disclosures that the law says an NDA cannot prevent.
NDAs are among the most frequently signed business documents, and among the most frequently copied from templates. A weak NDA may fail to protect your information; an over-broad one may be unenforceable or even unlawful.
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Types of NDA
The three main types are one-way (unilateral) NDAs, mutual NDAs and confidentiality clauses within employment or settlement agreements.
- One-way NDA – only one party discloses confidential information, for example when pitching to a manufacturer or investor.
- Mutual NDA – both parties share information, for example during joint ventureor acquisition
- Employmentconfidentiality clauses – in employment contracts and senior employee contracts.
- Settlementagreement confidentiality – covering the terms and circumstances of a
What Should an NDA Include?
An effective NDA defines the confidential information precisely, limits how it can be used and disclosed, sets a duration and explains what happens when the relationship ends.
- Definitionof confidential information – specific enough to be
- Permittedpurpose – the only purpose for which the information can be
- Permitteddisclosures – to advisers, employees who need to know, or as required by
- Exclusions– information already public, already known or independently
- Duration– how long the obligations last; trade secrets may need indefinite
- Returnor destruction of information at the end of the
- Remedies– including the right to seek an
- Governinglaw and jurisdiction.
What an NDA Cannot Prevent
An NDA cannot lawfully stop someone from making a protected whistleblowing disclosure, reporting a crime to the police or, since 1 October 2025, a victim of crime from making certain disclosures about it.
- Whistleblowing– any clause preventing a protected disclosure is void under section 43J of the Employment Rights Act 1996.
- Victimsof crime – under section 17 of the Victims and Prisoners Act 2024, NDAs signed on or after 1 October 2025 cannot be enforced to stop victims disclosing relevant criminal conduct to the police, regulated lawyers, victim support services, regulators and close family, among others. See government guidance for businesses.
- Harassment and discrimination– the Employment Rights Act 2025 will make void any provision in an agreement that prevents workers from making allegations or disclosures about harassment or discrimination, subject to exceptions to be set out in Commencement is expected in 2027.
NDAs and settlement agreements should include an express carve-out for these permitted disclosures.
Trade Secrets Protection
Trade secrets are also protected by statute, which gives additional remedies alongside your NDA. The Trade Secrets (Enforcement, etc.) Regulations 2018 provide remedies for unlawful acquisition, use or disclosure of trade secrets, provided reasonable steps were taken to keep them secret. Signing NDAs is one of those reasonable steps.
NDAs and Intellectual Property
An NDA protects information, but it does not by itself protect ideas, inventions or designs from independent creation. Before disclosing an invention, consider whether patent protection is needed, as public disclosure can affect patentability. GOV.UK provides an overview of intellectual property.
NDA vs Non-Compete
An NDA restricts the use of information; a non-compete restricts what a person can do after the relationship ends. They often work together. See our non-compete clause page.
Enforcing an NDA
If an NDA is breached, the injured party can seek an injunction to stop further disclosure and damages or an account of profits. Acting quickly and preserving evidence is essential.
NDA Checklist Before You Sign
Before signing an NDA, check six points.
- Isit mutual or one-way, and does that reflect who will actually share information?
- Isthe definition of confidential information clear and not unreasonably wide?
- Isthe permitted purpose specific?
- Arethe standard exclusions included?
- Isthe duration appropriate for the type of information?
- Doesit include the carve-outs for disclosures the law protects?
How Adam Bernard Solicitors Can Help
We draft one-way and mutual NDAs, update employment and settlement confidentiality clauses for the 2025 to 2027 law changes, and review NDAs you have been asked to sign through our contract review service. See all our commercial contract services.
Call 0207 100 2525 (24/7) or book a free consultation to discuss your contract.
This page is for information only and does not constitute legal advice.
Frequently Asked Questions
Are NDAs legally binding in the UK?
What is the difference between a mutual and a one-way NDA?
Can an NDA stop someone reporting a crime?
How long should an NDA last?
Will NDAs about workplace harassment be banned?
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