How-to guide

How to Write an NDA (UK): A Step-by-Step Guide for 2026

Write a UK non-disclosure agreement that actually holds up: the clauses you need, the mistakes that get NDAs struck down, and a step-by-step method — or start from a legally reviewed template for £29.

By Richard Wood, Founder9 min readUpdated 31 May 2026Last reviewed 31 May 2026NDA basicsUK lawtemplateshow-to

A non-disclosure agreement is a contract that protects information you share. Writing one is not hard — the difficulty is writing one that holds up if it is ever tested. This guide walks through every clause a UK NDA needs, the mistakes that get them struck down, and a step-by-step method you can follow.

This is general information, not legal advice

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.

Before you start: which type of NDA?

Decide the direction first. If both sides will share information, you want a mutual NDA. If only you are disclosing, a one-way (disclosing) NDA. Hiring someone? An employee NDA. See the mutual vs one-way comparison if you are unsure.

The clauses every UK NDA needs

Work through the step-by-step list below. Each step is a clause; skip one and you leave a gap.

Mistakes that get NDAs struck down

Over-reaching duration. An indefinite gag over ordinary information looks like a restraint of trade and invites a court to read it down or strike it out.
No permitted-purpose clause. Without it, there is no clear line between allowed and prohibited use.
Missing whistleblowing carve-out in an employee NDA — see the whistleblowing guide.
Using a US template. American NDAs cite US law and concepts that do not map onto UK contract law.
Never signing it. A drafted NDA that nobody signs protects nothing.

Skip the drafting — start from a reviewed base

Every NDASafe template already contains these clauses, the mandatory carve-outs and selectable UK governing law. £29 for one, £79 for all eight, delivered as an editable Word document.

Step by step

1
Name the parties precisely
Use full legal names. For a company, the registered name and company number; for a person, their full name and address. Vague parties are the first thing a court picks at.
2
Define the confidential information
Be broad enough to cover what matters but specific enough to be certain — name the actual items (a customer list, a pricing model, source code) so there is no argument later about what was protected.
3
Set the permitted purpose
State the single reason the information is being shared (e.g. "to evaluate a possible partnership"). Everything outside that purpose is off-limits — this clause does a lot of the work.
4
Add the standard exclusions
Carve out information that is already public, already known, independently developed, or required to be disclosed by law or a regulator. These are expected and make the NDA reasonable.
5
Include the mandatory carve-outs
Whistleblowing (PIDA 1998), reporting a crime, and regulator co-operation can never be blocked. An employee NDA must say so explicitly — leaving it out is a defect, not a saving.
6
Set duration and survival
Two to five years suits most commercial information; trade secrets can survive indefinitely. Match the term to how long the information stays sensitive.
7
Choose governing law and sign
Pick England & Wales, Scotland or Northern Ireland, then both parties sign and date. An unsigned NDA is just a draft.

Frequently asked questions

Can I write an NDA myself?

Yes. An NDA is a contract, and there is no legal requirement to use a solicitor. The risk in writing one from scratch is omission — missing the whistleblowing carve-out, over-reaching on duration, or leaving the confidential information undefined. Starting from a legally reviewed UK template removes most of that risk.

What makes an NDA invalid in the UK?

An NDA is unenforceable to the extent it tries to block a protected disclosure, the reporting of a crime, or co-operation with a regulator; or where it is an unreasonable restraint of trade. A blanket, indefinite gag over ordinary business information is the most common over-reach.

Does an NDA need to be witnessed or notarised?

No. A UK NDA is valid once both parties sign. Witnessing and notarisation are not required for it to be binding.