Fintech guide

NDA for Fintech UK: Protecting Technology, Partnerships and FCA-Regulated Business Discussions

Fintech companies, banks, payment processors and investors share sensitive technology, commercial models and regulated data before partnership or investment agreements are signed. This guide explains when a UK fintech NDA is needed and how to protect pre-contract disclosures involving FCA-regulated businesses under English law.

By Richard Wood, Founder8 min readUpdated 18 June 2026Last reviewed 18 June 2026fintechopen bankingpaymentsFCA

The UK fintech sector is one of the most active commercial environments for pre-contract disclosure of sensitive technology and financial data. Fintech startups and scale-ups sharing their core technology with banks and payment processors for integration partnerships, presenting their platforms to investors during fundraising rounds, and negotiating commercial terms with enterprise clients and distributors routinely disclose commercially sensitive information before any formal agreement is in place.

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.

When fintech parties need an NDA

Pre-contract disclosure in fintech spans the full commercial lifecycle. The most common situations requiring an NDA include:

Bank-fintech partnership negotiations: A fintech company sharing its core technology architecture, API documentation, data processing logic, proprietary algorithms and commercial pricing model with a bank evaluating a potential integration partnership, white-label arrangement or joint product launch is disclosing commercially sensitive IP. An NDA should be signed before any technical documentation is shared or any scoping call at which proprietary system details are discussed.

Open banking and PSD2 integration discussions: A fintech sharing its consent management architecture, transaction categorisation models, data enrichment logic and API implementation details with a bank or account provider before any integration agreement is executed needs confidentiality protection for the proprietary elements of its implementation that go beyond the public open banking standards.

Payment technology licensing negotiations: A payment processing firm sharing its transaction routing logic, fraud detection algorithms, interchange optimisation models and commercial rate structures with a prospective licensee, reseller or distribution partner before any licensing agreement is signed needs an NDA to protect that commercially sensitive technology and pricing information.

Investor due diligence in fintech fundraising: A fintech startup or scale-up sharing its technology architecture, unit economics, customer acquisition data, risk model documentation and regulatory strategy with a venture capital or growth equity investor during due diligence needs an NDA before sharing any information beyond what is already in the public domain.

RegTech and compliance platform sales: A RegTech company sharing its compliance monitoring architecture, regulatory data processing models, reporting automation logic and customer onboarding analysis with a prospective enterprise client during pre-contract evaluation needs an NDA to prevent that IP from being replicated or disclosed to competitors.

Embedded finance and BaaS partnerships: A banking-as-a-service (BaaS) provider or embedded finance platform sharing its infrastructure architecture, API integration specifications and regulatory permissions structure with a prospective enterprise partner before any BaaS agreement is executed needs confidentiality protection during the technical scoping phase.

Accelerator and innovation programme applications: Fintech companies sharing proprietary technology, business models and commercial data as part of a bank or corporate accelerator programme application need an NDA binding the programme operator before any substantive information is disclosed during the evaluation or onboarding process.

What fintech information is confidential

Fintech confidential information spans technology, financial, regulatory and commercial data. A well-drafted NDA should identify the specific types being disclosed:

Technology and architecture: core platform architecture, API design and documentation, transaction processing logic, data models, database schemas, proprietary algorithms, machine learning models and system integration specifications
Financial and commercial data: unit economics, customer acquisition costs, revenue per user, commercial pricing structures, interchange rate models, fee schedules and financial projections
Risk and compliance models: credit scoring models, fraud detection algorithms, anti-money laundering transaction monitoring logic, KYC workflow designs and regulatory reporting automation
Customer and transaction data: customer segmentation models, transaction data patterns, behavioural analytics and any data sets derived from customer financial activity
Regulatory and licensing information: FCA authorisation strategy, permissions structure, regulatory capital information, PSD2 and open banking compliance architecture and prudential data
Commercial partnerships and pipeline: existing partner relationships, negotiating terms with enterprise clients, distribution channel strategies and commercial pipeline information not yet in the public domain
Intellectual property: patents pending, proprietary know-how, software source code, training data for AI and ML models, and trade secrets embedded in the fintech platform

FCA regulation and NDA carve-outs

Fintech companies operating in the UK financial services market are typically subject to FCA authorisation or registration requirements. FCA-authorised firms — including payment institutions, e-money institutions, consumer credit firms, investment firms and open banking service providers — have ongoing reporting, disclosure and supervisory obligations to the FCA that cannot be waived or limited by a private contract.

An NDA between fintech parties must include a carve-out permitting disclosure to the FCA, the Prudential Regulation Authority (PRA), the Payment Systems Regulator (PSR), HMRC and any other applicable UK regulatory authority where such disclosure is required by law or regulatory obligation.

The carve-out should also cover disclosures required by the Financial Services and Markets Act 2000 (FSMA), the Payment Services Regulations 2017 (PSRs), the Electronic Money Regulations 2011 (EMRs) and applicable Bank of England guidance. Where the NDA involves a firm subject to the UK Senior Managers and Certification Regime (SM&CR), the parties should note that SM&CR creates individual accountability obligations that may require disclosure to the FCA regardless of any contractual confidentiality obligation.

Fintech IP and the risk of unsolicited disclosure

A common risk in fintech partnerships is sharing detailed technical and commercial information with a prospective partner — including proprietary algorithms, data models and commercial pricing — before an NDA is in place, often in the enthusiasm of early partnership discussions. An NDA signed after that information has been shared does not protect what has already been disclosed. In fintech, the NDA should be signed before the first technical scoping call at which proprietary system details are discussed.

Data protection and GDPR in fintech NDAs

Fintech platforms process significant volumes of personal and financial data as part of their core services. Where an NDA covers information that includes or relates to personal data — transaction records, customer financial profiles, behavioural data or consent management information — UK GDPR and the Data Protection Act 2018 apply alongside the NDA.

An NDA's permitted use provisions should be consistent with the purpose limitation principle under UK GDPR Article 5(1)(b): information shared for the purpose of evaluating a partnership cannot be used for other purposes, and that restriction aligns naturally with GDPR's requirement that personal data be processed only for the purpose for which it was collected or shared.

Where the fintech NDA involves sharing personal data between two controllers, or involves one party processing personal data on behalf of the other, a separate data processing agreement under Article 28 UK GDPR may be required in addition to the NDA. The NDA should also require the receiving party to delete or return personal data on termination in accordance with its data protection obligations.

Fintech NDA templates

NDASafe's Mutual NDA is the standard choice for fintech-bank partnership discussions and joint product development negotiations where both parties share proprietary technology and commercial data. The One-Way NDA (disclosing party) covers fintech pitches to investors and technology presentations to prospective enterprise clients. £29 each or £79 for all eight NDA variants — editable Word documents delivered instantly.

Step by step

1
Identify the technology and commercial data being shared
Before any partnership discussion or technical integration scoping meeting, identify what proprietary information will be disclosed: API architecture, transaction processing logic, data models, risk scoring algorithms, financial modelling tools, customer segmentation data or commercial pricing structures. This determines the scope of the NDA and whether a one-way or mutual structure is appropriate.
2
Choose a one-way or mutual NDA structure
If a fintech is pitching its technology to a bank or investor and only the fintech is sharing sensitive information, a one-way NDA (disclosing party) is appropriate. If both parties are sharing proprietary information — for example, in a joint product development discussion where the bank shares customer data models and the fintech shares its processing technology — a mutual NDA is the right structure.
3
Include regulatory carve-outs for FCA-regulated parties
Any fintech NDA involving an FCA-regulated business must include a carve-out permitting disclosure required by the FCA, the PRA, the Bank of England, HMRC or any other applicable UK regulatory authority. Failure to include this carve-out could expose the regulated party to a conflict between its NDA obligations and its regulatory reporting duties.
4
Address data protection obligations
Where the NDA covers information that includes or relates to personal data, align the NDA's permitted use provisions with applicable UK GDPR and Data Protection Act 2018 obligations. Consider whether a separate data processing agreement under Article 28 UK GDPR is required alongside the NDA, particularly where transaction data or customer financial information is being shared.
5
Sign before sharing technical documentation or API credentials
An NDA signed after technical architecture documents, API credentials, data dictionaries or algorithm specifications have already been shared does not protect what has already been disclosed. In fintech partnerships, the NDA must be signed before the first technical scoping call at which proprietary system details are discussed or before any technical documentation is sent.

Frequently asked questions

Does a fintech company need an NDA before sharing its technology with a bank?

Yes. A fintech company sharing its core technology architecture, API documentation, proprietary algorithms, transaction processing logic or data models with a bank in the context of a potential partnership, integration or licensing deal is disclosing commercially sensitive IP. An NDA signed before any technical documentation is shared creates a binding obligation on the bank to keep that information confidential and use it only for evaluating the potential partnership.

Can an NDA protect open banking API data shared with a potential partner?

An NDA can protect the commercial and technical details of how an open banking API is implemented — the proprietary data enrichment logic, consent management architecture, transaction categorisation models and commercial pricing structures — that go beyond the publicly available open banking standards. The OBIE open API standards are public, but a fintech's specific implementation, data processing logic and commercial model are proprietary and can be protected by an NDA.

Does GDPR affect what a fintech NDA can cover?

GDPR does not prevent NDAs from protecting fintech commercial and technical data, but where an NDA covers personal data — transaction records, customer financial information or behavioural data — GDPR requirements apply alongside the NDA. A fintech NDA covering personal data should align the confidentiality obligations with the relevant data processing agreement and ensure that permitted use provisions do not conflict with GDPR's purpose limitation principle.

Does an FCA-regulated business need special NDA provisions?

An NDA involving an FCA-regulated business should include a carve-out permitting disclosure to the FCA, the PRA, the Bank of England or other UK financial regulators where required by law or regulatory obligation. FCA-regulated firms have ongoing reporting and disclosure obligations that cannot be waived by contract. A well-drafted fintech NDA includes this carve-out so that regulatory compliance obligations are not inadvertently blocked by the NDA's confidentiality provisions.

How long should a fintech NDA last?

Two to three years is typical for most fintech partnership NDAs, reflecting the pace at which fintech technology evolves. For NDAs covering core payment processing technology, proprietary risk models or AI-driven underwriting algorithms — which retain commercial value over a longer period — a term of three to five years may be more appropriate. The confidentiality period should survive the termination of any partnership discussions, not just the partnership itself.

Should a fintech use an NDA before joining a bank accelerator or innovation programme?

Yes, before sharing any proprietary technology, business model details or commercial data as part of an accelerator or innovation programme application or induction. Many bank accelerator programmes involve sharing significant technical and commercial information during evaluation. An NDA binding the bank or programme operator before any substantive information is shared protects the fintech's IP during the evaluation phase. The fintech should review any NDA presented by the programme operator carefully to ensure it does not grant the operator rights to use or develop the disclosed technology independently.