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how to draft a non-disclosure agreement uk

How to Draft a NDA in the UK

If you need to know how to draft a non-disclosure agreement UK businesses can actually rely on, this guide walks you through every clause that matters. An NDA — also called a confidentiality agreement — is a legally binding contract under English law that stops the other party from sharing your sensitive information without permission. It sounds simple, but a poorly drafted NDA can leave you with no real protection: vague definitions, missing carve-outs, or unenforceable terms are common problems. UK law does not require NDAs to follow a specific statutory form, but courts will scrutinise whether the obligations are clear, proportionate, and supported by consideration. This guide covers what to include, what to avoid, and when a template is enough versus when you need a solicitor. Whether you are sharing information with a potential investor, a contractor, or a business partner, getting the NDA right before the conversation starts is always easier than trying to enforce a bad one later.

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Why this matters

Most founders reach for an NDA at exactly the wrong moment — seconds before a meeting, when they are already under pressure to appear trusting and collaborative. The result is a rushed template that nobody reads properly, with definitions so broad they are meaningless or so narrow they miss the actual risk. The real problem is not finding an NDA template; there are thousands online. The problem is knowing whether the one you are using actually protects your specific information, covers the right parties, and would hold up if you needed to enforce it in a UK court. This page exists to close that gap.

The Atornee approach

Atornee is not a document library. When you use Atornee to draft an NDA, you answer a short set of questions about your situation — who the parties are, what information is being shared, how long protection needs to last, and whether it is mutual or one-way. The output is a UK-specific NDA built around your answers, not a generic template with blanks to fill in. You can review it clause by clause, ask questions about any section in plain English, and download a clean draft ready to send. For straightforward NDAs between two UK parties, most founders do not need a solicitor. Atornee tells you honestly when your situation is complex enough that one would be worth the cost.

What you get

A UK-specific NDA structure covering all essential clauses — parties, definition of confidential information, obligations, exclusions, term, and remedies
Clear guidance on whether your NDA should be mutual or one-way, with plain-English explanation of the difference and when each applies
A practical checklist of what to define precisely so your NDA is enforceable, not just a formality
Honest flags for situations where a solicitor should review or redraft — such as cross-border disclosure, employment contexts, or high-value IP
A downloadable draft you can send directly or use as a starting point for negotiation

Before you sign checklist

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1. Identify all parties clearly — full legal names, registered addresses, and whether any party is a company or individual
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2. Define exactly what counts as confidential information in your specific context — be precise, not broad
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3. Decide whether the NDA is mutual (both parties share information) or one-way (only you are disclosing)
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4. Set a realistic duration for the confidentiality obligation — typically two to five years for commercial NDAs in the UK
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5. Include standard exclusions: information already public, independently developed, or required to be disclosed by law
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6. Specify the governing law and jurisdiction — English law and the courts of England and Wales for most UK businesses
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7. Confirm both parties have capacity to sign and that there is valid consideration before sending for signature

FAQ

Does an NDA need to be witnessed or notarised to be valid in the UK?

No. In England and Wales, an NDA is a simple contract and does not need to be witnessed or notarised to be legally binding. Both parties just need to sign it, and there must be valid consideration — usually the mutual exchange of information or the opportunity to do business together. If you are executing it as a deed rather than a simple contract, witnessing is required, but that is rarely necessary for a standard NDA.

How long should a UK NDA last?

There is no fixed rule, but two to five years is standard for most commercial NDAs in the UK. Perpetual NDAs — ones with no end date — are harder to enforce because courts may view an indefinite restraint as unreasonable. If the information involved is genuinely trade secret level, you can argue for a longer term, but you should be prepared to justify it. For employee NDAs, different rules apply and you should take employment law advice.

Can I use a US NDA template for a UK business deal?

You can, but it is a bad idea. US templates often reference US statutes, use US legal concepts, and specify US jurisdiction — none of which apply in the UK. A UK court would still try to interpret the contract, but ambiguities caused by the wrong legal framework could undermine your position. Always use a UK-specific NDA governed by English law when both parties are based in the UK.

What happens if someone breaches an NDA in the UK?

You can apply to a UK court for an injunction to stop further disclosure, and you can claim damages for any loss caused by the breach. In practice, proving loss can be difficult, which is why some NDAs include a liquidated damages clause — a pre-agreed sum payable on breach. Courts will enforce these if the amount is a genuine pre-estimate of loss, not a penalty. The stronger your NDA drafting, the easier enforcement becomes.

Do I need a solicitor to draft an NDA in the UK?

Not always. For a straightforward NDA between two UK parties covering a defined piece of information — a business idea, a product concept, a client list — a well-structured template or AI-assisted draft is usually sufficient. You should involve a solicitor if the NDA involves employees, cross-border parties, complex IP, or if the stakes are high enough that a drafting error would be genuinely costly. Atornee will flag those situations when they arise.

Is a non-disclosure agreement the same as a confidentiality agreement in the UK?

Yes, they are the same thing. The terms are used interchangeably in UK practice. Some lawyers prefer confidentiality agreement because it is more descriptive; some use NDA because it is shorter. The legal effect is identical. You may also see the term CDA — confidential disclosure agreement — which again means the same document.

Related Atornee Guides

Cheap Solicitor for NDA (UK)

Useful if your NDA situation is complex enough to warrant professional review but you want to keep costs down.

Cheap Contract Solicitor Alternative (UK)

Broader context on managing contract work without full solicitor fees — relevant for founders handling multiple documents.

Atornee Use Cases

See how other UK founders and teams use Atornee across different document and review workflows.

External References

UK Legislation

Primary statutory reference for UK contract law — useful for checking the legal framework your NDA sits within.

ICO Guidance for Organisations

If your NDA involves personal data, ICO guidance is essential — confidentiality obligations and data protection law overlap.

GOV.UK Business and Self-employed

Official UK government guidance on business operations and legal obligations for UK-based founders.

Trust & Verification Policy

Authored By

A

Atornee Editorial Team

UK Contract Research

Reviewed By

C

Compliance Review Desk

UK Business Legal Content QA

Last reviewed on 3/4/2026

"This content is based on analysis of UK NDA drafting practice, English contract law principles, and common failure points identified across real founder use cases. It reflects the practical questions UK businesses ask when preparing confidentiality agreements for commercial, investor, and contractor contexts."

References & Sources