UK non-disclosure agreement law is undergoing its most significant change in a generation. Two pieces of legislation — the Victims and Prisoners Act 2024 and the Employment Rights Act 2025 — have placed new limits on what NDAs can lawfully do. In April 2026, the government opened a formal consultation on the regulations that will implement those limits. This guide explains what is changing, what is not, and what businesses should do before the consultation closes.
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.
Background: why NDA law is changing
Non-disclosure agreements have faced sustained public and parliamentary scrutiny since the Harvey Weinstein disclosures of 2017 drew attention to their use as tools to silence victims of workplace harassment. The Women and Equalities Select Committee recommended reform. The #MeToo movement amplified the call. Successive governments committed to action.
Two statutes now underpin the changes:
- Victims and Prisoners Act 2024 — In force from 1 October 2025. NDAs signed after that date cannot prevent a victim of a criminal offence from disclosing to law enforcement, qualified lawyers, regulators, registered support services or regulated professionals. Any clause purporting to do so is void.
- Employment Rights Act 2025, section 202A — Makes void any NDA clause that prevents a worker from disclosing information about 'relevant harassment or discrimination' — where the conduct was carried out by the employer or another worker, or where the worker themselves was the victim. Expected in force 2027, subject to commencement regulations.
The April 2026 consultation: what is being proposed
On 15 April 2026, the government published a consultation paper setting out the proposed detail of the s.202A regulations. The consultation closes on 8 July 2026. Three main areas are covered.
| Area | Proposal | Why it matters |
|---|---|---|
| Excepted agreements | NDAs may still cover harassment / discrimination if: the worker receives independent legal advice in writing; the agreement relates only to past (not future) conduct; a 14-day cooling-off period follows signing | Defines the narrow circumstances in which a confidentiality clause relating to conduct can still be valid |
| Permitted disclosures | Even a valid excepted agreement cannot block disclosure to: lawyers, regulators, police, trade unions, MPs, medical professionals, close family, victim support services | Workers retain a floor of protected disclosure rights regardless of what any NDA says |
| Scope of workers covered | The government is consulting on whether to extend beyond 'workers' (the current ERA definition) to agency workers, secondees, trainees, and certain self-employed persons | Could significantly widen the range of individuals protected |
What 'excepted agreements' means in practice
An 'excepted agreement' is the narrow category of NDA that can lawfully include a confidentiality clause covering harassment or discrimination — provided it meets all the proposed conditions. Think of it as the route map for a legally compliant settlement NDA.
To qualify as an excepted agreement, the proposed rules require all of the following:
- The worker must receive independent legal advice before signing — advice given in writing, explaining the agreement's terms, its effect, and its legal limitations.
- The agreement can only relate to past conduct — harassment or discrimination that has already occurred (or is alleged to have occurred). NDAs cannot be used pre-emptively to silence workers about future misconduct.
- A 14-day cooling-off period must follow signing, during which the worker can withdraw without penalty.
- The agreement must not prevent permitted disclosures — the worker must always be free to speak to lawyers, regulators, trade unions, close family, and support services.
Section 203 of the Employment Rights Act 1996 already requires workers to take independent legal advice before a settlement agreement is binding. The new conditions add to that existing framework — they do not replace it. A settlement agreement that complied with s.203 but fails to meet the new cooling-off and advice requirements will not qualify as an excepted agreement once regulations commence.
Permitted disclosures: the floor no NDA can remove
Even within a valid excepted agreement, the consultation proposes that workers must always be able to disclose information about harassment or discrimination to:
- A qualified legal adviser (whether or not instructed for the dispute)
- A regulator (the FCA, ICO, HSE, SRA, and equivalent sector regulators)
- A police officer or other law enforcement authority
- A trade union representative
- A member of Parliament
- A medical professional (doctor, therapist, occupational health adviser)
- Close family members
- An organisation providing support services to victims of harassment or discrimination
Any NDA clause that purports to prevent these disclosures is void — even if the agreement otherwise meets the excepted-agreement conditions. In practice, drafting an NDA without these carve-outs is a red flag in itself.
What is not changing: commercial NDAs are unaffected
The Employment Rights Act 2025 provisions and the April 2026 consultation apply only to NDAs used in a worker relationship where the confidentiality clause attempts to cover workplace harassment, bullying or discrimination. They have no effect on:
- Trade secret and IP protection — confidentiality of product formulas, source code, proprietary processes
- Financial and commercial information — pricing, client lists, financial projections, M&A deal terms
- Business-to-business NDAs — mutual NDAs between two companies with no employment dimension
- Investor and startup NDAs — pitch confidentiality, investment terms, deal pipeline
- Recruitment NDAs — protecting information disclosed during a hiring process
- Property and development NDAs — off-market sale information, planning strategy, due diligence
If your NDA protects commercial information between commercial parties, the 2026 consultation is not relevant to it. If your NDA is an employment or settlement agreement that includes a clause about conduct — that is where the new rules bite.
Timeline
| Date | Event |
|---|---|
| 1 October 2025 | Victims and Prisoners Act 2024 NDA provisions in force — criminal-victim disclosures cannot be blocked |
| 6 April 2026 | Sexual harassment becomes a 'qualifying disclosure' under UK whistleblowing law (PIDA 1998 amended) |
| 15 April 2026 | Government publishes consultation on NDA regulations under s.202A ERA 2025 |
| 8 July 2026 | Consultation closes |
| 2027 (TBC) | Section 202A commencement regulations expected in force — not retrospective |
What HR and employment teams should do now
- Audit existing employment NDAs and settlement agreements — identify any clause that could be read as preventing disclosure of harassment, bullying or discrimination.
- Separate commercial and conduct clauses — do not bundle trade-secret protection and non-disparagement into a single blanket obligation. They serve different legal functions and must be able to survive independently.
- Include current statutory carve-outs in every new NDA — PIDA 1998 (whistleblowing), Victims and Prisoners Act 2024 (criminal-victim reporting), and the ERA 2025 harassment / discrimination provision (even pre-commencement, courts may apply it purposively).
- Take independent legal advice before using an NDA in connection with any conduct complaint — a generic template is not sufficient for a settlement agreement involving harassment or discrimination allegations.
- Consider responding to the consultation before 8 July 2026, particularly if your business regularly uses NDAs in settlement contexts.
What this means for NDASafe templates
NDASafe's Employee NDA and Freelancer NDA already include [mandatory] carve-outs for whistleblowing (PIDA 1998), regulator cooperation, crime reporting, harassment reporting, and the Victims and Prisoners Act 2024. These cannot be removed — they are marked [mandatory] in the template and a note explains why.
The ERA 2025 s.202A carve-out will be incorporated into the Employee NDA as commencement regulations are finalised and the operational detail is confirmed. Templates are updated at no extra cost — customers who have already purchased can re-download the latest version at any time.
The commercial NDAs — Mutual NDA, One-Way NDAs, and Investor NDA — are not affected by the conduct-related reforms because they are not employment agreements.
The NDASafe Employee NDA includes [mandatory] carve-outs for whistleblowing, regulator cooperation, crime and harassment reporting, and a Victims and Prisoners Act 2024 carve-out. Templates are updated as legislation takes effect and re-downloadable at no extra cost. £29 single or £79 for all eight variants.