Non-Disclosure Agreement (UK)
Protect confidential information before you share it. Fill in the parties and terms, choose your UK governing law, and download a print-ready PDF. Free, no signup.
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Mutual Non-Disclosure Agreement
This Agreement is made on __________ between __________ and __________ (each a "Party"), in connection with __________ (the "Purpose").
1. Confidential Information means any non-public information disclosed by one Party to the other — business, technical, financial or customer information — whether or not marked confidential.
2. Obligations. Each Party shall use the other’s Confidential Information only for the Purpose, shall not disclose it to third parties, and shall protect it with reasonable care.
3. Term. These obligations continue for __________ . Usual exclusions apply (information that is public, already known, or independently developed).
4. Governing law. This Agreement is governed by the law of __________ .
Generated with SealFormsGoverned by England & Wales law · 2026
When to use an NDA
Sign one before sharing anything you wouldn’t want a competitor to see — a pitch to an investor, a brief to a freelancer or agency, figures with a potential buyer, or a client list with a partner.
What UK law says about NDAs
Whistleblowing cannot be gagged
Any provision in an agreement is void in so far as it purports to prevent a worker from making a protected disclosure (whistleblowing). An NDA that tries to do this is simply unenforceable on that point.
Victims of crime can always speak to the police
In England and Wales, a provision in an agreement is void in so far as it purports to prevent a victim of criminal conduct from disclosing it to the police, regulators, victim-support services, or qualified professionals.
Keep the scope reasonable
Courts enforce NDAs that protect genuinely confidential business information for a sensible period. Clauses that try to cover information already public, known independently, or required to be disclosed by law don’t hold — this template carves those out expressly.
Guidance: Acas — Non-disclosure agreements
Make it binding: consideration or a deed
An NDA is a contract, so each side must give something (in a mutual NDA, the exchange of obligations is usually enough). If only one side takes on duties and nothing is given in return, execute the NDA as a deed so it binds without consideration.
Guidance: Acas — Non-disclosure agreements
Frequently asked questions
Is an NDA legally binding in the UK?
Yes — a signed NDA (or confidentiality agreement) that clearly defines the confidential information, the obligations, and the term is generally enforceable under UK law, provided its scope is reasonable. Courts will not enforce an NDA used to hide wrongdoing.
Which governing law should I choose?
Pick the jurisdiction where the parties are based or where the deal sits — England & Wales, Scotland, or Northern Ireland (they are separate legal systems). This template lets you select it, and it’s stated in the document.
Is this a mutual NDA?
Yes — both parties agree to protect each other’s confidential information, which suits most business discussions. For a one-way arrangement, only the receiving party needs to take on the obligations.
How long should the NDA last?
Commonly 2–5 years. Genuine trade secrets can be protected for as long as they stay secret. Enter the period that fits your situation.
Can an NDA stop someone reporting to the police or whistleblowing?
No. Under UK law an NDA is void in so far as it tries to prevent a protected whistleblowing disclosure (Employment Rights Act 1996, s.43J), and in England and Wales it cannot prevent a victim of crime from reporting it or seeking support (Victims and Prisoners Act 2024, s.17). An NDA protects legitimate business secrets — it cannot hide wrongdoing.