Guide

Non-disclosure agreements

Negotiating the terms of a non-disclosure agreement

A non-disclosure agreement (NDA) could suit you if you want to approach industry contacts such as a potential buyer, supplier, customer or partner.

In the agreement, it is a good idea to specify:

  • how the information can be used - ie the specific purpose
  • what the restrictions are on the use of the information you provide, eg preventing the recipient from making copies
  • who retains the intellectual property rights, copyright or possible patents which may result from the disclosed ideas

Key NDA clauses

The key clauses in your NDA should detail:

  • protection against the copying or retention of confidential information
  • protection against disclosure of information not already in the public domain
  • a remedy, eg compensation, for any breach of the agreement
  • duration of the term of confidentiality – once information is made public in any way, an NDA can no longer be enforced

Find out more about the key non-disclosure agreement terms.

Under the terms of the Freedom of Information Act, public bodies will usually reject any confidentiality agreements that relate to the terms of the contract, its value and performance. It is a good idea to ask public bodies if they have a confidentiality agreement or NDA which meets the terms of the Act.

For more information, see GOV.UK's non-disclosure agreements guidance.

Secure your secrets

You should aim to physically secure your confidential information. In any legal action for breach of confidentiality, the courts would be reluctant to treat information as secret that you had not taken practical steps to protect.

Such measures could include:

  • locking confidential information away
  • limiting the number of people who can access the information
  • ensuring you have up-to-date IT security systems in place

It also helps if you have a company policy regarding the use and disclosure of confidential information. Read more about business data breach and theft.