NDA Template (UK) — Plain-English Non-Disclosure Agreement

When you need an NDA

Use an NDA before any conversation where you'll reveal information that would hurt you in a competitor's hands: pitching to potential partners or investors, briefing a freelancer or agency before they've signed a full contract, exploring an acquisition or joint venture, or sharing technical details with a supplier. The rule of thumb: if you'd be uncomfortable seeing the information on a rival's desk, get the NDA signed before the conversation, not after.

Mutual or one-way?

A one-way NDA protects only your information — right when you're disclosing and the other side isn't (briefing a contractor, pitching a buyer). A mutual NDA protects both sides — right for partnerships, joint pitches, or any discussion where sensitive information flows in both directions. This template includes both versions, with guidance on which to pick.

What's in this template

The template covers a clear definition of what counts as confidential information (and the standard exclusions, like information already public), the permitted purpose the recipient can use it for, the obligation to protect it and limit access to people who need it, how long confidentiality lasts, return or destruction of materials when the relationship ends, and what happens if the agreement is breached. Every clause has a plain-English sidenote explaining what it does and when you might want to adjust it.

Common mistakes to avoid

The most frequent NDA mistakes we see: defining "confidential information" so broadly it's unenforceable, or so narrowly it misses what actually matters; forgetting a time limit (or setting one absurdly long); sending an NDA after the sensitive conversation has already happened; and relying on an NDA as a substitute for a proper contract when real work begins. An NDA protects information — it doesn't cover deliverables, payment, or IP ownership in work produced. For that you need a contractor or services agreement.