Free Non-Disclosure Agreement (NDA) Template (UK)

What is this document?

A non-disclosure agreement (NDA), also known as a confidentiality agreement, is a legally binding contract that establishes a confidential relationship between parties. It obliges one or both parties to keep certain information secret and not to disclose it to third parties without authorisation.

Who needs it?

Any business or individual that needs to share sensitive or proprietary information with another party — for example, when discussing potential partnerships, hiring contractors, sharing business plans with investors, or engaging consultants. NDAs are used across all industries in the UK.

Why is it important?

Without an NDA, you have limited legal recourse if someone discloses your confidential information. While the common law of confidence offers some protection, an NDA provides much stronger, clearer, and more enforceable protection by precisely defining what information is confidential, how it may be used, and what remedies are available if the agreement is breached.

Key UK legislation

Trade Secrets (Enforcement, etc.) Regulations 2018Common law of confidence

Template document

Note on mutual and unilateral use: This template is drafted as a mutual (two-way) non-disclosure agreement, meaning both parties share and receive confidential information and owe equal obligations to each other. To adapt this template for unilateral (one-way) use, designate one party as the sole Disclosing Party and the other as the sole Receiving Party. Remove or amend any references to "each party" or "either party" in the confidentiality obligations so that only the Receiving Party bears the duty of confidence. Delete the reciprocal obligations that would otherwise apply to the non-disclosing party. All other provisions (permitted disclosures, remedies, return of information, and general terms) apply equally to a unilateral arrangement.

Non-Disclosure Agreement

Date: [Date]

Parties

(1) [Full legal name of Party 1], a company incorporated and registered in England and Wales with company number [number], whose registered office is at [registered office address] (the "First Party"); and

(2) [Full legal name of Party 2], a company incorporated and registered in England and Wales with company number [number], whose registered office is at [registered office address] (the "Second Party").

Each referred to individually as a "Party" and collectively as the "Parties".

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following definitions apply:

"Confidential Information" means all information of a confidential nature (whether written, oral, visual, or in electronic form) disclosed by or on behalf of a Disclosing Party to the Receiving Party or its Representatives, whether before or after the date of this Agreement, that is designated as confidential or that ought reasonably to be considered confidential given the nature of the information and the circumstances of disclosure, including without limitation:

(a) trade secrets, know-how, inventions, processes, techniques, algorithms, source code, software designs, product plans, and technical specifications;

(b) business plans, financial information and forecasts, pricing structures, customer and supplier lists, marketing strategies, and sales data;

(d) information relating to any pending or proposed transactions, negotiations, or agreements involving the Disclosing Party; and

(e) any document, material, analysis, compilation, summary, note, or extract that contains, reflects, is derived from, or is generated using such information.

"Disclosing Party" means a Party that discloses or makes available Confidential Information, directly or indirectly, to the other Party under or in connection with this Agreement.

"Purpose" means [describe the purpose for which confidential information will be shared, e.g. "evaluating and discussing a potential business relationship between the Parties" / "the performance of obligations under a [type of agreement] dated [date] between the Parties" / "discussions concerning a potential [joint venture / investment / acquisition / partnership]"].

"Receiving Party" means a Party that receives or obtains Confidential Information, directly or indirectly, from the other Party under or in connection with this Agreement.

"Representatives" means, in relation to a Party, that Party's employees, officers, directors, agents, professional advisers (including solicitors, barristers, accountants, financial advisers, and auditors), consultants, and sub-contractors who have a genuine need to know the relevant Confidential Information for the Purpose.

1.2 In this Agreement, unless the context otherwise requires:

(a) a reference to a statute or statutory provision includes any subordinate legislation made under it and any modification, consolidation, amendment, extension, or re-enactment of it from time to time;

(b) the words "include", "includes", "including", and "in particular" shall be construed as being by way of illustration or emphasis only and shall not limit the generality of the preceding words;

(d) words in the singular include the plural and vice versa; and

(e) a reference to a Clause is a reference to a clause of this Agreement.

2. Obligations of Confidentiality

2.1 Each Receiving Party undertakes that it shall:

(a) keep the Disclosing Party's Confidential Information strictly confidential;

(b) not disclose the Disclosing Party's Confidential Information to any person except as expressly permitted by this Agreement;

(c) apply to the Disclosing Party's Confidential Information no lesser degree of care and protection than the Receiving Party applies to its own confidential information of a similar nature, and in any event no less than reasonable care;

(d) maintain a written record of all Confidential Information received and all copies made of it, and make such record available to the Disclosing Party upon reasonable request; and

(e) promptly notify the Disclosing Party in writing if it becomes aware of, or reasonably suspects, any unauthorised access to, disclosure of, or use of the Disclosing Party's Confidential Information.

2.2 A Receiving Party may disclose Confidential Information to its Representatives, provided that:

(a) disclosure to such Representatives is strictly necessary for the Purpose;

(b) it informs such Representatives of the confidential nature of the Confidential Information before disclosure;

(c) it procures that its Representatives shall comply with the obligations of confidentiality set out in this Agreement as though they were a party to it and shall be responsible for ensuring such compliance; and

(d) it shall at all times be liable for any breach of the terms of this Agreement by any of its Representatives.

3. Permitted Disclosures

3.1 The obligations of confidentiality set out in Clause 2 shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public other than as a direct or indirect result of a breach of this Agreement or any other obligation of confidentiality owed to the Disclosing Party;

(b) was already in the possession of the Receiving Party (without any obligation of confidentiality) before it was disclosed by the Disclosing Party, as demonstrated by the Receiving Party's written records predating the date of such disclosure;

(c) was independently developed by the Receiving Party without any reference to, use of, or access to the Disclosing Party's Confidential Information, as demonstrated by the Receiving Party's written records;

(d) becomes available to the Receiving Party on a non-confidential basis from a third party who is not, to the Receiving Party's knowledge, bound by any obligation of confidentiality in respect of that information to the Disclosing Party; or

(e) the Parties have agreed in writing may be disclosed.

3.2 A Receiving Party may disclose Confidential Information to the minimum extent required by:

(a) the order of any court of competent jurisdiction or any competent judicial, governmental, regulatory, or administrative body;

(b) the rules of any listing authority, securities exchange, or regulatory body on which the Receiving Party's securities are or are to be listed or traded; or

provided that, to the extent permitted by law, the Receiving Party shall: (i) first notify the Disclosing Party in writing of such requirement as soon as reasonably practicable, so that the Disclosing Party may seek a protective order or other appropriate remedy; (ii) consult with the Disclosing Party as to the form and content of such disclosure; and (iii) disclose only the minimum amount of Confidential Information strictly necessary to satisfy such requirement.

3.3 A Receiving Party may disclose Confidential Information on a need-to-know basis to its professional advisers (including solicitors, barristers, and accountants) who are subject to professional duties of confidentiality, to the extent reasonably required in connection with the Purpose or for the purpose of obtaining advice in relation to this Agreement.

4. Use Restrictions

4.1 Each Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose and shall not use it for any other purpose whatsoever, including for its own commercial benefit or the benefit of any third party, without the prior written consent of the Disclosing Party.

4.2 Without limiting the generality of Clause 4.1, neither Party shall use the other Party's Confidential Information to:

(a) reverse-engineer, disassemble, decompile, or otherwise analyse any product, technology, process, or system disclosed as part of the Confidential Information;

(b) file any patent application, trade mark application, design registration, or other intellectual property right registration based on or derived from the Confidential Information; or

(c) develop or assist any third party in developing any product, service, or technology that competes with or is substantially similar to any product, service, or technology of the Disclosing Party as revealed through the Confidential Information.

5. Period of Confidentiality

5.1 Subject to Clause 5.2, the obligations of confidentiality set out in this Agreement shall continue in force for a period of [2 / 3 / 5] years from the date of disclosure of the relevant Confidential Information, regardless of whether this Agreement has been terminated.

5.2 The obligations of confidentiality in respect of any Confidential Information that constitutes a trade secret within the meaning of the Trade Secrets (Enforcement, etc.) Regulations 2018 shall continue indefinitely for so long as that information remains a trade secret.

6. Return and Destruction of Confidential Information

6.1 Upon the written request of a Disclosing Party at any time, or upon expiry or termination of this Agreement (whichever is the earlier), the Receiving Party shall promptly:

(a) return to the Disclosing Party all original documents and materials (in whatever form, including hard copy and electronic) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information;

(b) permanently and securely erase or destroy all copies of Confidential Information held in electronic form, including on servers, computers, mobile devices, cloud storage, and backup media, using methods that render the information unrecoverable; and

(c) provide a written certificate signed by a duly authorised officer of the Receiving Party confirming that the obligations in this Clause 6.1 have been fully complied with, within [14] days of the Disclosing Party's request or the date of expiry or termination.

6.2 Notwithstanding Clause 6.1, the Receiving Party may retain copies of Confidential Information to the extent that:

(a) retention is required by applicable law, regulation, or any rule of a competent judicial, governmental, or regulatory body; or

(b) copies are retained in routine electronic backup or archival systems in accordance with the Receiving Party's standard and bona fide document retention and information technology policies,

provided that in either case such retained copies shall remain subject to the obligations of confidentiality set out in this Agreement for the duration specified in Clause 5.

7. Remedies for Breach

7.1 Each Party acknowledges and agrees that a breach of the obligations set out in this Agreement may cause the Disclosing Party irreparable harm and damage for which monetary damages alone would not be an adequate remedy.

7.2 Accordingly, without prejudice to any other rights and remedies available to it (whether at law, in equity, or otherwise), the Disclosing Party shall be entitled to seek and obtain injunctive relief (including interim and final injunctions) and any other equitable remedy from a court of competent jurisdiction for any threatened, anticipated, or actual breach of this Agreement, without the requirement to prove special damages or to post any bond or other security.

7.3 The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law, including without limitation any rights or remedies available under the Trade Secrets (Enforcement, etc.) Regulations 2018, the equitable doctrine of confidence, or otherwise.

8. No Licence or Transfer of Rights

8.1 Nothing in this Agreement shall be construed as granting or conferring any licence, right, title, or interest (whether by implication, estoppel, or otherwise) in or to any Confidential Information disclosed under this Agreement, or any patent, copyright, trade mark, trade secret, or other intellectual property right subsisting in or relating to such Confidential Information.

8.2 All Confidential Information shall remain the exclusive property of the Disclosing Party. No rights, title, or interest in or to the Confidential Information are transferred or assigned to the Receiving Party by virtue of this Agreement or the disclosure of such information.

9. No Obligation to Disclose

9.1 Nothing in this Agreement shall oblige either Party to disclose any particular Confidential Information to the other Party or to enter into any further agreement or transaction with the other Party.

9.2 Neither Party makes any express or implied representation or warranty as to the accuracy, completeness, reliability, or fitness for purpose of any Confidential Information disclosed under this Agreement. The Disclosing Party shall not be liable for any errors, omissions, or inaccuracies in any Confidential Information or for any loss or damage arising from any actions taken or not taken by the Receiving Party in reliance on such information.

10. Term and Termination

10.1 This Agreement shall come into force on the date first set out above and shall continue in force for a period of [12 months / 24 months / specify other period / the duration of the Purpose] (the "Term"), unless terminated earlier in accordance with this Clause 10.

10.2 Either Party may terminate this Agreement at any time by giving not less than [30] days' prior written notice to the other Party.

10.3 Termination or expiry of this Agreement shall not affect:

(a) any rights, obligations, or liabilities of either Party that have accrued prior to the date of termination or expiry; or

(b) any provision of this Agreement that is expressly or by necessary implication intended to come into or continue in force on or after such termination or expiry, including without limitation Clauses 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, and 12.

11. General Provisions

Entire agreement

11.1 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to that subject matter.

11.2 Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Variation

11.3 No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each Party to this Agreement.

Severability

11.4 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid, or unenforceable but would be legal, valid, and enforceable if some part of it were deleted or modified, the provision or part-provision in question shall apply with the minimum modification necessary to make it legal, valid, and enforceable.

Notices

11.5 Any notice or other communication given under or in connection with this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next-working-day delivery service, or sent by email, to the Party due to receive it at its registered office address (or such other address as that Party may notify in writing from time to time). A notice shall be deemed to have been received: (a) if delivered by hand, at the time of delivery; (b) if sent by pre-paid first-class post or other next-working-day delivery service, at 9.00 am on the second Business Day after posting; and (c) if sent by email, at the time of transmission, provided that no delivery failure notification is received by the sender.

No waiver

11.6 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Assignment

11.7 Neither Party shall assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over, or deal in any other manner with any of its rights or obligations under this Agreement without the prior written consent of the other Party.

Third party rights

11.8 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Counterparts

11.9 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts together shall constitute one and the same agreement.

12. Governing Law and Jurisdiction

12.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

12.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

Signed by the duly authorised representatives of the Parties on the date first set out above.

Signed for and on behalf of
[Full legal name of Party 1]

Signature: ___________________________

Name: [Name of signatory]

Position: [Position / Title]

Date: [Date]

Signed for and on behalf of
[Full legal name of Party 2]

Signature: ___________________________

Name: [Name of signatory]

Position: [Position / Title]

Date: [Date]

This document was created using a template from website-contracts.co.uk.

Clause-by-clause guide

Plain English explanations of the key sections.

This clause establishes the key defined terms used throughout the agreement. The definition of 'Confidential Information' is deliberately broad, covering written, oral, visual, and electronic information and using both a general reasonableness test and specific illustrative examples such as trade secrets, financial data, and customer lists. The 'Purpose' definition is critical because it restricts the use of shared information to a defined objective — you should describe this as precisely as possible to avoid disputes about scope. 'Representatives' is defined to include employees, directors, professional advisers, and sub-contractors who have a genuine need to know, ensuring that the agreement permits practical day-to-day operations while maintaining control over who can access the information.

This is the core operative clause of the agreement. It imposes five key duties on the receiving party: keep the information strictly confidential, do not disclose it outside the permitted scope, apply at least the same level of security you would apply to your own confidential information of a similar nature, maintain records of what you receive, and notify the disclosing party immediately if you become aware of or suspect any unauthorised access or disclosure. Where a receiving party shares confidential information with its representatives, it must inform them of its confidential nature, ensure they comply with the agreement, and accept full liability for any breach by those representatives.

Clause 3 sets out the standard exceptions to the confidentiality obligations. Information that enters the public domain (through no fault of the receiving party), information already known before disclosure, independently developed information, and information obtained from an unrestricted third party all fall outside the scope of protection. Compulsory disclosures required by law, court order, or regulatory requirement are also permitted, but the receiving party must notify the disclosing party first where legally possible and limit disclosure to the minimum necessary. Clause 4 restricts the use of confidential information solely to the stated Purpose and specifically prohibits reverse engineering, filing intellectual property registrations, and developing competing products based on the disclosed information.

Clause 5 provides a fixed confidentiality period — you should choose 2, 3, or 5 years depending on the sensitivity of the information and the nature of the commercial relationship. Crucially, trade secrets receive indefinite protection for as long as they remain secret, reflecting the position under the Trade Secrets (Enforcement, etc.) Regulations 2018. Clause 6 requires the prompt return or secure destruction of all confidential materials upon request or when the agreement ends, together with a signed compliance certificate. A practical carve-out allows retention of copies where required by law or held in routine electronic backups, but such copies remain subject to the confidentiality obligations.

This clause acknowledges that a breach of confidentiality can cause irreparable harm that cannot be adequately compensated by monetary damages alone. It preserves the disclosing party's right to seek injunctive relief — a court order preventing or stopping a breach — without first having to prove financial loss. This is standard in English NDAs and reflects the approach of the courts, which recognise that confidential information, once disclosed, cannot be made secret again. The clause also expressly preserves all other legal remedies, including claims under the Trade Secrets (Enforcement, etc.) Regulations 2018 and the equitable doctrine of confidence, ensuring that no remedy is waived by the existence of this agreement.

These provisions, sometimes called 'boilerplate', are essential for legal certainty. The entire agreement clause prevents either party from relying on prior discussions, emails, or verbal promises not recorded in the NDA itself. The variation clause requires any changes to be made in writing and signed by both parties. The severability clause ensures that if one provision is found unenforceable, the rest of the agreement survives. The no-waiver clause means that if one party does not immediately enforce a breach, it does not lose the right to do so later. The third party rights clause excludes the operation of the Contracts (Rights of Third Parties) Act 1999, so only the parties themselves can enforce the agreement. The agreement is governed by the law of England and Wales, with disputes subject to the exclusive jurisdiction of the courts of England and Wales.

Frequently asked questions

A mutual (two-way) NDA protects the confidential information of both parties. Each party acts as both a discloser and a recipient, and both owe equal obligations of confidentiality to each other. This is the most common arrangement in commercial negotiations, joint ventures, and partnership discussions where both sides share sensitive information. A unilateral (one-way) NDA protects only one party's confidential information: one party discloses and the other merely receives. This is more appropriate when only one party is sharing sensitive material — for example, when briefing a freelancer, engaging a consultant, or pitching to an investor. This template is drafted as a mutual NDA but includes a note at the top explaining how to adapt it for unilateral use.

The appropriate duration depends on the nature and sensitivity of the information being shared. For general commercial discussions and negotiations, a period of 2 to 3 years from disclosure is commonly used. For highly sensitive information such as proprietary technology, product development plans, or long-term strategic information, a period of 5 years or longer may be more appropriate. Under Clause 5.2 of this template, any confidential information that qualifies as a trade secret under the Trade Secrets (Enforcement, etc.) Regulations 2018 is protected indefinitely — for as long as it remains a trade secret — regardless of the fixed period chosen for other categories of confidential information.

The definition in this template is deliberately broad. It covers all information of a confidential nature, whether communicated in writing, orally, visually, or electronically. It includes a general reasonableness test (information that 'ought reasonably to be considered confidential given the nature of the information and the circumstances of disclosure') as well as specific examples such as trade secrets, business plans, financial information, pricing, customer lists, and technical specifications. To strengthen protection, you should label documents as 'confidential' when sharing them and keep a record of what has been disclosed. Information does not need to be marked as confidential to be covered — the general test applies regardless — but marking it removes any ambiguity.

The template includes a specific exception for compulsory disclosures in Clause 3.2. If a receiving party is required to disclose confidential information by a court order, regulatory body, or applicable law, it is permitted to do so — but only to the minimum extent necessary. Before making such a disclosure, the receiving party must (to the extent the law allows) notify the disclosing party in writing as soon as reasonably practicable, consult with the disclosing party on the form and content of the disclosure, and limit the information disclosed to only what is strictly required. This gives the disclosing party an opportunity to seek a protective order or other remedy to prevent or limit the disclosure.

Yes. Although the template is drafted with companies in mind (referencing company registration numbers and registered offices), it can be readily adapted for sole traders, partnerships, LLPs, or individuals. Simply replace the company-specific details in the Parties section with the individual's or firm's full legal name and address. For a sole trader, you might write: '[Full name] trading as [business name] of [address]'. For a partnership, you could name the partnership and its principal place of business. The substantive confidentiality obligations work equally well regardless of the legal form of the parties.

The template provides for both injunctive relief and damages. Clause 7 expressly acknowledges that a breach of confidentiality can cause irreparable harm and entitles the disclosing party to seek injunctions (court orders to prevent or stop the breach) without first having to prove financial loss. This is important because once confidential information has been disclosed, the damage is often impossible to reverse or quantify in monetary terms. In addition, the disclosing party retains the right to claim damages for any financial loss suffered, and the clause preserves all other remedies available at law or in equity, including claims under the Trade Secrets (Enforcement, etc.) Regulations 2018. The remedies are cumulative, meaning you can pursue more than one at the same time.