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01 overview

Understanding non-disclosure agreements (NDAs)

A non-disclosure agreement (NDA) is a legally binding contract that protects confidential information from being shared with third parties. Whether you're discussing a business idea, sharing sensitive client data, or protecting trade secrets, an NDA ensures that information stays private. Our expert NDA solicitors can help you draft, review, and enforce NDAs to safeguard your business interests.

When should an NDA be used?

An NDA should be used whenever confidential information is shared between two or more parties. Common situations include:

  • Business partnerships: When negotiating with potential investors, partners, or suppliers.
  • Employment contracts: To prevent employees from disclosing sensitive company information.
  • Intellectual property protection: When sharing ideas, inventions, or trade secrets with third parties.
  • Client confidentiality: For service agreements where client data must remain private.
  • Mergers and acquisitions: When businesses are sharing financial or operational details during negotiations.

If you're unsure whether you need an NDA lawyer, our team can assess your situation and advise on the best approach.

How long does an NDA last?

Non-disclosure agreements often last for 3, 5, or 10 years, but there's no legal requirement for a specific duration. It's more about deciding how long the information needs to remain confidential.

Parties should discuss and agree on a timeframe that suits their needs and objectives, usually matching the anticipated relationship length. It’s also wise to include a provision ensuring information remains protected even after the relationship or contract ends.

Generally speaking, NDAs last:

  • A fixed period: Commonly between 1-5 years, depending on the nature of the information.
  • Until a specific event occurs: Like the completion of a project or a business deal.
  • Indefinitely: If the information is highly sensitive, an NDA may last indefinitely.

What our NDA solicitors can help you with

Our experienced confidentiality and non-disclosure agreement solicitors provide expert legal support for businesses, entrepreneurs, and individuals. Here’s how we can help:

Drafting agreements

A poorly drafted NDA can lead to legal loopholes and enforcement issues. Our NDA lawyers can:

  • Create a custom NDA tailored to your needs.
  • Ensure all key legal terms are included.
  • Make sure the agreement complies with UK law and is legally enforceable.

Working out what to include in your NDA

Not all confidential information requires an NDA. Our small business solicitors can help you:

  • Identify which information should be protected.
  • Define who can access the information and under what conditions.
  • Set clear consequences for breaches.

Determining a breach

If someone violates your NDA, taking action quickly is essential. Our non-disclosure agreement solicitors can:

  • Assess whether a breach has occurred.
  • Advise on legal options, including injunctions and compensation claims.

Negotiating terms

NDAs should protect both parties fairly. If you're asked to sign an NDA, our NDA lawyers can:

  • Review the terms and ensure they are fair and reasonable.
  • Negotiate better terms if needed.
  • Ensure you understand your rights and obligations before signing.

Do you need a lawyer for an NDA?

You can draft an NDA yourself. However, the more valuable the information or transaction, the more important it is to have the right legal protection in place. Getting a solicitor to review the agreement ensures it's clear, legally enforceable, and protects your interests. Plus, a dedicated small business lawyer can tailor the agreement to your specific needs, helping you avoid loopholes or unclear terms that could cause issues later.

Can you create your own NDA?

Yes, but DIY NDA templates often contain mistakes that can make them unenforceable. Common errors include:

  • ❌ Vague definitions of confidential information.
  • ❌ No clear duration for confidentiality.
  • ❌ Weak enforcement clauses.

Using a professional NDA lawyer ensures your agreement is legally sound and fully protects your interests.

Should you make a free NDA online?

Free NDA templates found online may not be tailored to your specific needs. For full protection, it's best to have an NDA solicitor draft or review your agreement. Some of the key risks of a free online NDA service include:

  • ❌ Generic terms that don’t apply to UK law.
  • ❌ Missing critical legal protections.
  • ❌ No support if a dispute arises.

Who are our non-disclosure agreement solicitors?

When it comes to drafting, reviewing, or enforcing an NDA, having the right solicitor makes all the difference. Our network of expert solicitors ensures your agreement is legally sound, enforceable, and tailored to your needs. We'll connect you with an experienced professional who ticks all of the boxes:

  • Specialists in business law: We connect you with highly experienced solicitors who specialise in NDAs, confidentiality agreements, and business contracts. Whether you’re protecting business secrets, client data, or intellectual property, our solicitors have the expertise to safeguard your interests.
  • Qualified and accredited: All our NDA solicitors are fully qualified and undergo continuous training to stay up to date with the latest legal developments.
  • Highly rated by clients: We only work with solicitors who have a strong track record of delivering excellent legal services. Before partnering with any solicitor, we review their reputation on Trustpilot, Google Reviews, and legal platforms. Plus, we continuously monitor performance and client feedback to ensure you receive the best possible legal support.

How much does a non-disclosure agreement cost?

At Lawhive, the cost of an NDA drafted by a specialist small business solicitor starts from £149. Plus, we offer fixed-fee pricing with no obligations, so you know exactly what you’ll pay before proceeding - no nasty surprises. This service includes:

  • A 30-minute telephone or video call consultation with a specialist solicitor
  • Advice on standard terms and the suitability of the agreement for your business purposes
  • Drafting of the non-disclosure in line with your instructions

Are NDAs legally binding in the UK?

Yes, non-disclosure agreements are legally binding in the UK, provided they meet certain conditions:

  • The NDA is clear and specific about what information is confidential.
  • It is signed by both parties and includes consideration (something of value exchanged).
  • The agreement does not contain unreasonable or unfair terms.

If an NDA is breached, the injured party can take legal action, including seeking an injunction or damages. Our non-disclosure agreement solicitors can help if you need to enforce an NDA or defend against unfair claims.

Key Clauses in an NDA (and why they matter)

A non-disclosure agreement (NDA) is designed to protect confidential information, but to be truly effective, it needs to cover the right areas. Here are some key clauses you should consider when drafting an NDA:

Who’s covered by the NDA?

Not all NDAs automatically cover everyone in a company. Should it apply to only senior employees? Should those employees sign individually to take on personal liability? What about advisors, insurers, or subcontractors - can they access the information, and if so, who’s responsible if they breach it?

What counts as confidential information?

It's tempting to make the definition as broad as possible, but just calling something “confidential” isn’t enough for legal protection. The information must have a genuine quality of confidentiality, especially if it includes supplier lists, customer details, or contracts that contain personal data. This must comply with GDPR and the Data Protection Act 2018.

When and how to share information

If the information is highly sensitive, such as a trade secret or intellectual property, consider a staged disclosure. This means only releasing certain details at first and waiting for the other party to show they’re trustworthy before revealing more.

What happens to the information after?

If an NDA is in place for a potential deal (e.g. a business sale or investment) and it falls through, what happens to the information? The NDA should clearly state that all documents must be returned or destroyed - but enforcing this can be tricky with cloud storage and mobile devices. Think about practical steps to ensure compliance.

What happens if someone breaks the NDA?

Rather than adding huge financial penalties (which may not be enforceable in the UK), it’s smarter to focus on stopping further disclosure. A clause should allow you to apply for an injunction - which means getting a court order to prevent the leak from spreading rather than just claiming damages after the harm is done.

Which laws apply?

If you’re sharing confidential information with a company outside the UK, it’s essential to state that English law applies and that any disputes will be handled by English courts. Without this, you could end up dealing with complex international legal issues.

One-way vs. mutual NDA: Which do you need?

When protecting confidential information, NDAs come in two main forms. Choosing the right type of NDA depends on your situation and whether confidentiality needs to be one-sided or mutual. When in doubt, a solicitor can help choose the right NDA or confidentiality agreement for you.

TypeWhen to use itBest for?
One-way NDAWhen only one party is sharing confidential information (e.g. a company hiring a consultant or supplier).Employees, contractors, investors
Mutual NDAWhen both parties are exchanging sensitive information (e.g. business partnerships, mergers, or joint ventures).Business partnerships, joint ventures

Whether you need an NDA drafted, reviewed, or enforced, we’ll connect you with a specialist solicitor who can help. Get a free, fixed-fee quote today and ensure your confidentiality agreement is airtight, enforceable, and tailored to your needs.

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