"How long should it last?" is the question that trips people up most when setting up an NDA. Too short and you lose protection while the information is still sensitive; too long and a court may not enforce it. Here is how to get it right.
NDASafe is a document preparation service, not a law firm. Our templates are legally reviewed against applicable UK law at the point of release, but every situation is different. Where significant value, unusual risk or a cross-border element is involved, take independent legal advice before you sign.
Typical durations by situation
| Situation | Typical term |
|---|---|
| General commercial discussions | 2–3 years |
| Business sale / M&A | 2–3 years (process); longer for trade secrets |
| Employee / contractor confidentiality | Duration of engagement + a reasonable tail |
| Trade secrets (source code, formulae) | Indefinite, while they remain secret |
Why indefinite gags get challenged
UK courts test confidentiality terms for reasonableness. An indefinite, blanket obligation over ordinary business information looks like an unreasonable restraint and is the kind of clause a court will read down or refuse to enforce — see are NDAs enforceable. The fix is to separate ordinary information (fixed term) from defined trade secrets (indefinite survival).
Set the term to the information
Ask how long the information actually stays valuable if kept secret, and set the term to that. A product launching in six months needs protection for the run-up, not for a decade.
NDASafe templates use reasonable default durations with indefinite trade-secret survival, and let you set your own term. £29 each, £79 for all eight.