Not all NDAs are equal. A poorly drafted confidentiality agreement can be unenforceable, can leave gaps a court will not fill, or can include clauses that are void under UK law. Whether you are reviewing an NDA someone else has sent you or adapting a template, this checklist helps you verify that the document covers 12 essential elements before you sign or send.
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.
1. Definition of confidential information
This is the most important clause in the NDA. It defines what the agreement actually protects. A definition can work in three ways: (a) a category approach — “all technical, financial, and commercial information relating to the Disclosing Party’s business”; (b) a marking approach — “information marked CONFIDENTIAL”; or (c) a combination.
Check that the definition captures what you actually need to protect. A definition covering only “written information marked confidential” will not protect a verbal discussion unless the NDA also requires verbal disclosures to be confirmed in writing within a set period. NDASafe templates use a combination approach to close this gap.
2. Standard exclusions
Check that the NDA contains the four standard exclusions, which protect the recipient from being bound to keep secret information they legitimately have or acquire:
- Information already in the public domain at the date of disclosure (through no fault of the recipient).
- Information the recipient can show it already knew before the NDA was signed.
- Information the recipient develops independently, without reference to the confidential information.
- Information received from a third party who is free to disclose it without restriction.
3. Permitted purpose
The NDA should state why the information is being shared. “For the purpose of evaluating a potential acquisition” or “for the purpose of providing software development services”. A clear purpose clause restricts the recipient from using what they learn for unrelated purposes.
4. Statutory carve-outs (mandatory for employee NDAs)
Any NDA applying to an employee must include the following preserved rights, whether the NDA says so or not. A good NDA states them explicitly:
- Protected disclosures (whistleblowing): the right to report wrongdoing to a regulator or in the public interest under ERA 1996, as amended by ERA 2025. A clause that purports to prevent this is void.
- Sexual harassment disclosures: under ERA 2025, an NDA cannot prevent a worker disclosing sexual harassment within the meaning of the Equality Act 2010.
- Victims of crime: under the Victims and Prisoners Act 2024, an NDA cannot prevent a victim of a criminal offence from disclosing to the police or a prosecutor.
- Co-operating with regulators: the NDA cannot prevent disclosure to the FCA, HMRC, the ICO, or other regulators in the exercise of their statutory functions.
5. Duration (term)
The NDA should state how long the obligations last. Typical commercial NDA terms are 2 to 5 years. NDAs may provide that obligations continue indefinitely for information qualifying as a trade secret under the Trade Secrets (Enforcement, etc.) Regulations 2018. Courts will generally enforce a reasonable term; an excessively long term for ordinary commercial information with a limited commercial life may be challenged.
6. Governing law and jurisdiction
The NDA should specify English and Welsh law (or Scots law for Scotland-based parties) as the governing law and the courts of England and Wales as the jurisdiction. A US-law governing clause is a red flag in a UK NDA template: it creates uncertainty about which carve-out obligations apply and how a breach would be handled in UK proceedings.
7. Remedies: injunction acknowledgement
A damages award after a breach may be inadequate: once confidential information is disclosed, money does not unring the bell. The NDA should acknowledge that the parties recognise money damages may be an inadequate remedy, and that the innocent party is entitled to seek injunctive relief. An express clause makes any injunction application more straightforward.
8. Permitted sub-disclosure to employees and advisers
The receiving party will inevitably share the information internally. The NDA should expressly permit sub-disclosure to employees, board members, legal advisers and accountants who need to know, on the condition that those sub-recipients are bound by equivalent confidentiality obligations and the receiving party remains liable for their compliance.
9. Return or destruction of materials on termination
Check that the NDA requires the receiving party to return or destroy all confidential materials — including digital copies and extracts — on termination or at the disclosing party’s written request. For digital information, the clause should address materials held in email archives, cloud storage, and backup systems.
10. No licence implied
The NDA should state that sharing confidential information does not grant the recipient any licence, right, or interest in the information or any intellectual property associated with it. Without this clause, a court might infer an implied licence from the fact that the information was shared for a business purpose.
11. No representation as to accuracy
A short clause confirming that the disclosing party makes no representation as to the accuracy or completeness of the confidential information protects the discloser from liability if the recipient relies on the information and it later turns out to be wrong. Particularly important when sharing financial projections, forecasts, or technical specifications in an investment or acquisition context.
12. Proper execution by authorised signatories
An NDA is only as good as the signatures on it. Check that the person signing has authority to bind the organisation. For a company, the Companies Act 2006 requires execution either by two authorised signatories (directors or company secretary), or by a single director whose signature is witnessed. A signature from an employee without authority may not bind the company.
Keep the signed copy. You will need it to demonstrate the existence and terms of the NDA if you ever need to enforce it.
Each NDASafe template is drafted to include the definition, exclusions, purpose limit, statutory carve-outs, term, governing law, remedy clause, and execution block appropriate to that NDA type. One-time purchase from £29, editable Word document, 14-day money-back guarantee.