A non-disclosure agreement (NDA) — also called a confidentiality agreement — is a contract that stops the person you share sensitive information with from passing it on or using it against you. It is one of the most common documents in UK business: you reach for one before a pitch, a partnership conversation, an acquisition, a new hire, or a freelance engagement. This guide explains what a UK NDA actually does, the eight types, what every NDA must contain to stand up, and how to choose and complete the right template.
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 an NDA does — and what it does not
An NDA creates a legal obligation of confidence. It defines what counts as confidential, says who may see it, sets out what the recipient can and cannot do with it, and gives you a route to a remedy — usually a court injunction and/or damages — if they break the obligation.
What an NDA does not do is make information secret by itself, or override the law. It cannot stop someone reporting a crime, making a protected disclosure (whistleblowing), or co-operating with the police or a regulator. A clause that tries to do any of those things is void and can damage the enforceability of the whole agreement.
When you need one
- Before a pitch or sales conversation where you will reveal pricing, a product roadmap, source code or a customer list.
- Before exploring a partnership, joint venture or acquisition, where both sides open the books.
- When hiring an employee who will handle trade secrets, client data or commercially sensitive plans.
- When engaging a freelancer or contractor who will see the inside of your business.
- When raising money, if an investor is willing to sign before seeing detailed materials (many institutional VCs decline at pitch stage — angels, family offices and corporates more often will).
The eight types of NDA
Most UK confidentiality needs fall into one of six core shapes, plus two specialist variants — an NDA with IP assignment and an M&A due diligence NDA — for project work and company sales. Picking the right one matters: a mutual NDA where you only needed a one-way is harmless but over-broad; a one-way where you needed mutual leaves one side exposed.
| Template | Use it when | Who is protected |
|---|---|---|
| Mutual NDA | Both sides will share confidential information (partnership, JV, M&A talks) | Both parties |
| One-way (disclosing) | Only you are sharing information and want it protected | You (the discloser) |
| One-way (receiving) | You have been handed a one-sided NDA and want a balanced UK version to counter-propose | Both, rebalanced |
| Employee NDA | A new or existing employee will handle confidential material | Employer (with mandatory whistleblowing carve-out) |
| Freelancer NDA | A contractor or their limited company will see inside your business | Client (with IR35-aware, non-employment language) |
| Investor NDA | Sharing a pitch deck, financials or diligence materials with an investor | Founder (with non-circumvention) |
| NDA with IP assignment | Commissioning project work — software, designs, content — where you must own the output | Client (confidentiality plus IP ownership on creation) |
| M&A diligence NDA | Opening a data room to a prospective buyer of a private company | Seller (transaction-scoped, with no-poach during diligence) |
Not sure which fits? Start with the mutual vs one-way comparison, or browse all eight on the NDASafe homepage.
What every UK NDA must contain
- The parties. Full legal names and addresses — for a company, the registered name and number; for an individual, their full name.
- A definition of confidential information. Broad enough to cover what matters, specific enough to be certain. The best templates let you name particular items (a customer list, a pricing model, source code) so there is no argument later.
- Permitted use and permitted disclosures. What the recipient may do with the information, and who they may share it with (typically their professional advisers, on the same terms).
- Exclusions. Information that is already public, already known, independently developed, or required to be disclosed by law or a regulator — these are standard and expected.
- Duration and survival. How long the obligation lasts, and which obligations survive the end of the agreement (trade-secret protection often survives indefinitely).
- Return or destruction. What happens to the information when the relationship ends.
- Governing law and jurisdiction. England and Wales, Scotland, or Northern Ireland. Get this right — it decides which courts hear any dispute.
- Signatures. An NDA is not binding until both parties sign.
How long should an NDA last?
There is no fixed legal term. Two to five years is typical for ordinary commercial information; 24 months is a sensible default. For genuine trade secrets, the obligation can run indefinitely, because the information stays valuable only while it stays secret.
Courts look for reasonableness. An indefinite blanket confidentiality obligation over ordinary business information is more likely to be challenged than a focused, time-limited one. Match the term to how long the information actually stays sensitive.
Common mistakes
- Using a US template. American NDAs reference US law and concepts that do not map cleanly onto UK contract law. Use one written for the UK.
- Forgetting the whistleblowing carve-out in an employee NDA — a legal requirement, not an optional extra. See the whistleblowing guide.
- Over-reaching. An NDA so broad it looks like a restraint of trade invites a court to strike it down. Protect a legitimate interest, no more.
- Not signing. An unsigned NDA is just a draft.
- Relying on an NDA to fix IR35. An NDA does not determine a contractor's tax status — working practices do. See the IR35 guide.
How to complete an NDASafe template
- Pay £29 for one template (or £79 for all eight). Your editable Microsoft Word (.docx) file is emailed to you in seconds.
- Open it in Word, Google Docs or LibreOffice.
- Find-replace the highlighted
[FIELDS]— party names, the effective date, the named confidential items, the term — following the inline guidance. - Choose your governing law (England & Wales, Scotland or Northern Ireland).
- Save as PDF, sign, and send to the other party for their signature.
Eight legally reviewed UK NDA templates, £29 each or £79 for all eight, delivered as editable Word documents with lifetime re-downloads.