Who it's for
- Businesses, founders and freelancers discussing a deal, partnership, investment or project
- Companies sharing information with suppliers, contractors or potential buyers
- If using it with an employee or worker, keep the carve-outs clause in full
What's included
- About this template — Victims and Prisoners Act 2024 and workplace NDA warnings
- Part A — Parties and purpose: details, purpose, NDA type, dates and duration of confidentiality
- Part B — The agreement (10 clauses): definition and exclusions; obligations; mutual option; one-way option; mandatory carve-outs; intellectual property; return and destruction; remedies; term; general
- Part C — Signatures, with a note on consideration
Key points covered
- Choose mutual or one-way by deleting the section you do not need
- Duration of confidentiality set in Part A (for example 2, 3 or 5 years)
- Cannot prevent reporting crime, protected whistleblowing, legal advice or court-ordered disclosure
- Victims of crime can disclose to the police, lawyers, regulators and others under the Victims and Prisoners Act 2024 s.17
- No transfer of intellectual property; information to be returned or destroyed on request
- Governed by the law of England and Wales
Read the guide
Related documents
Questions
Mutual or one-way — which do I need?
Use mutual when both sides will share confidential information, and one-way when only one side will. The document includes both; delete the one you do not need.
Should an NDA be signed as a deed?
The template is signed as a simple agreement. In a one-way NDA, the note in Part C explains when signing as a deed may be safer.
Can I use it to stop an employee talking about harassment?
No, and you should not try. The law protects certain disclosures, and the Employment Rights Act 2025 is expected to go further. Follow Acas guidance on NDAs.
Is it valid outside England and Wales?
It is governed by the law of England and Wales. For deals under other laws, take local advice.
Non-Disclosure Agreement (NDA)
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