Read it in full, check the key clauses, sign electronically or in wet ink (no witness needed for a standard NDA), sign in the right capacity (individual or company), and keep a countersigned copy immediately. For a settlement agreement NDA you must take independent legal advice from a solicitor before signing. For everything else, a legally reviewed template and careful reading is sufficient.
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.
What signing an NDA commits you to
Signing an NDA creates a binding contract from the moment both parties have signed. You are committing to:
- Confidentiality: not disclosing the specified confidential information to anyone outside the agreed recipient list.
- Permitted purpose: using the information only for the stated reason (evaluation of a transaction, a specific project, a business relationship) and not for any other purpose.
- Active protection: taking reasonable steps to protect the confidential information — typically the same steps you take to protect your own confidential information.
- Return or destruction: returning or deleting confidential materials if the agreement ends or the other party requests it.
- Duration: maintaining these obligations for the period specified — commonly 2–5 years for general business information, indefinitely for trade secrets.
The obligations begin when you sign — even if you have not yet received any confidential information. Once you receive confidential information, it is protected from that moment.
Does a UK NDA need a witness?
No. An NDA is a simple contract, not a deed. Under English law, a simple contract requires offer, acceptance, consideration and an intention to create legal relations. It does not require a witness. A witness signature block printed on an NDA form is a common inclusion from overseas templates — particularly US-origin documents — but it adds no legal requirement or additional protection under English law.
If an NDA is executed as a deed (e.g. because there is no consideration, or the parties want to extend the limitation period from 6 to 12 years), each signature must be attested by an independent witness who is physically present. Deeds are uncommon for standard NDAs but do arise in some settlement and property contexts. NDASafe templates are executed as simple contracts, not deeds.
Electronic signatures for UK NDAs
Electronic signatures are fully valid for simple contracts in the UK. The Electronic Communications Act 2000 and the retained UK eIDAS framework recognise three levels of electronic signature:
| Type | What it is | Sufficient for a standard NDA? |
|---|---|---|
| Simple electronic signature (SES) | Typing your name, inserting a scanned signature, or clicking 'I agree' | Yes — suitable for the vast majority of commercial NDAs |
| Advanced electronic signature (AES) | Uniquely linked to the signatory, capable of identifying them, and detectable if tampered with (e.g. DocuSign, Adobe Sign) | Yes — also provides a stronger audit trail |
| Qualified electronic signature (QES) | Created by a qualified trust service provider; equivalent to a wet-ink signature in law | Yes — but rarely required for an NDA; used for regulated or high-value transactions |
For most NDAs, a typed name or an AES from a standard e-signing platform is more than sufficient. Keep the signed PDF and the signing platform’s audit trail as your evidence of execution.
Do you need a solicitor to sign an NDA?
No — for standard commercial NDAs between businesses. You may choose to take legal advice on a complex or high-value NDA, but it is not a legal requirement.
The one statutory exception is a settlement agreement NDA in an employment context. Under section 203 of the Employment Rights Act 1996, a settlement agreement is only binding if the employee has received independent legal advice from a named, qualified solicitor (or other adviser authorised to give such advice) before signing. The solicitor must confirm in writing that they have advised on the nature and effect of the agreement. Without this, the settlement agreement is not legally binding — regardless of what it says.
For all other NDA types — commercial, M&A, employment (non-settlement), contractor, investor — no solicitor is required. A legally reviewed template adapted to your situation is sufficient.
What to check before you sign
| Clause | What to check |
|---|---|
| Party names | Are you named correctly? Individual or company? Registered company name or trading name? |
| Definition of confidential information | Is it specific and proportionate? Does it capture your pre-existing knowledge or general skills? (It should not.) |
| Permitted purpose | Is it limited to the stated business relationship? Or broad enough to allow the other party to use your knowledge for other purposes? |
| Duration | 2–5 years for general information is standard. Is the duration reasonable for what is being protected? |
| Non-compete or non-solicitation | Are there restrictions on where you can work or who you can contact post-agreement? These go beyond confidentiality. |
| Governing law | England and Wales (or Scotland) for a UK agreement. US law or overseas governing law creates enforcement uncertainty. |
| Carve-outs | Does the NDA include standard exclusions for information already public, independently developed, or required to be disclosed by a regulator? |
| Whistleblowing carve-out | In an employment context, is there a mandatory carve-out for protected disclosures under PIDA 1998 and the Victims and Prisoners Act 2024? |
Signing as an individual versus as a company
How you sign determines who is legally bound. Common errors:
- Individual signing for a company: if you sign “[Your Name]” without making clear you are signing on behalf of a limited company, you may be personally liable. Always sign “[Your Name], Director, for and on behalf of [Company Name] (Company No. XXXXXXXX)”.
- Sole trader: a sole trader signs in their own name — the business and the individual are legally the same person.
- Partnership: check whether all partners need to sign, or whether one partner can bind the others under the partnership agreement.
- Employee signing on company business: ensure you have authority to bind the company. If in doubt, have a director or authorised officer sign.
After signing: your obligations
Once you have signed, the obligations are immediate. Even if you have not yet received any confidential information, you are bound to treat any information you do receive as confidential and to use it only for the permitted purpose.
- Do not share disclosed information with anyone not covered by the NDA — including colleagues, unless they need to know for the stated purpose.
- Do not use the information for any purpose other than the permitted purpose.
- When the NDA term ends or the other party requests it, return or securely delete confidential materials.
- If you are required to disclose by a court order or regulator, notify the disclosing party before you disclose (if legally permissible) so they can seek a protective order.
Can you refuse to sign an NDA?
Yes. There is no legal obligation to sign an NDA. Refusing to sign means the other party may not share their confidential information with you — and in some cases may withdraw a job offer or end the business relationship. That is a commercial decision, not a legal one.
If you are an existing employee asked to sign a new, standalone NDA with nothing given in return, you may have grounds to argue the NDA lacks consideration and is not binding. A variation to an existing employment contract requires consideration — a pay increase, bonus, enhanced terms, or other benefit. Simply threatening dismissal if you do not sign is not sufficient consideration and may itself be actionable.
NDASafe provides eight legally reviewed UK NDA templates as editable Word (.docx) files. Single template £29 or all eight for £79. No subscription. 14-day money-back guarantee.