Is a UK NDA legally enforceable?

Yes — a properly drafted NDA is enforceable in England and Wales as a contract. Remedies for breach include damages and equitable remedies (injunctions). Courts will not enforce NDAs used to prevent reporting of crime, harassment, or discrimination (whistleblowing protections under the Employment Rights Act 1996 and Public Interest Disclosure Act 1998 cannot be contracted out).

What's the difference between mutual and one-way NDAs?

Mutual NDAs protect both parties' confidential information — used when both sides will share sensitive material (e.g. partnership discussions, M&A talks). One-way NDAs only protect the disclosing party — used when you're sharing trade secrets with a contractor, employee, or supplier who has nothing confidential to share back.

How long should an NDA last?

Most UK NDAs run 2–5 years for general commercial information. Trade secrets can be protected indefinitely. The default in our template is 3 years from disclosure, which is a common middle ground. Excessively long terms (10+ years) are sometimes struck down as unreasonable restraint.

Are there things I cannot put in a UK NDA?

Yes. UK courts will not enforce clauses that prevent disclosure of: (1) criminal conduct; (2) regulatory breaches reportable to the FCA, ICO, or HSE; (3) protected disclosures under whistleblowing law; (4) information that's already public. The Solicitors Regulation Authority issued guidance in 2018 making clear NDAs cannot be used to silence harassment or discrimination victims.

Does the NDA need to be witnessed?

No — under English law, an NDA is a simple contract and does not require a witness. Both parties simply sign and keep a copy. Electronic signatures are valid (Electronic Communications Act 2000).

Free UK NDA Template — Mutual & One-Way Non-Disclosure Agreement

Generate a UK Non-Disclosure Agreement in 30 seconds. Mutual or one-way, drafted under English law, with the right exclusions, term, and governing-law clauses. Used by founders, freelancers, and 5,000+ UK businesses.

Generate My NDA Free →

NDAs cannot silence whistleblowing or harassment. Under the Public Interest Disclosure Act 1998 and SRA guidance, UK NDAs cannot prevent disclosure of criminal conduct, regulatory breaches, or harassment. Our templates explicitly carve these out — both because the law requires it, and because clauses that try to silence victims are unenforceable and invite reputational damage.

What's in the template

A complete, English-law NDA covering:

Parties — names and addresses of disclosing and receiving parties
Purpose — clear statement of why information is being shared
Definition of Confidential Information — broad enough to be useful, narrow enough to be enforceable
Confidentiality covenant — receiving party's obligation to protect, not disclose, and not use for any purpose outside the agreed Purpose
Permitted disclosures — to employees and professional advisors on a need-to-know basis, where bound by equivalent confidentiality obligations
Exclusions — information that's public, was already known, was independently developed, or required by law to disclose
Whistleblowing carve-out — explicit confirmation that the NDA does not prevent protected disclosures under PIDA 1998
Return or destruction — what happens to the information at end of term
Term — typically 2-5 years; trade secrets can be perpetual
Remedies — damages, injunctive relief, account of profits
Governing law — England and Wales
Jurisdiction — exclusive jurisdiction of the English courts
Signature blocks — for both parties

Which type do you need?

Mutual NDA

Both parties will share confidential information. Both have obligations and protections. Use when:

Discussing a partnership, JV, or merger
Evaluating an acquisition (each side does diligence)
Two startups exploring a technical integration

One-Way NDA

Only one party shares confidential information. Use when:

Hiring a contractor or freelancer who'll see your code, customer data, or business plans
Bringing on a supplier who needs your specs
Pitching investors (you share the deck; they have nothing confidential to share back)
Onboarding employees with access to trade secrets

Standard exclusions — what an NDA does NOT protect

Every well-drafted NDA carves out information that is:

Already in the public domain (or becomes public without breach)
Already known to the receiving party before disclosure (with documentation)
Independently developed by the receiving party without using the disclosed information
Lawfully received from a third party with no confidentiality obligation
Required to be disclosed by law, court order, or regulator

Plus the legally-mandated UK carve-outs:

Protected disclosures under Public Interest Disclosure Act 1998
Reporting of criminal conduct or regulatory breaches
Reports to the FCA, ICO, HSE, SRA, or other regulators
Discrimination or harassment claims (SRA guidance 2018)

How to use the template

Click Generate My NDA Free.
Choose mutual or one-way.
Fill in the parties, the purpose, and the term.
Add any sector-specific extras (technical specs, customer lists, source code).
Generate. Free users get one watermarked PDF per month; Pro/Elite get unlimited clean PDFs.
Both parties sign. Electronic signatures are valid.

Generate My NDA Free →

Frequently asked questions

Is the NDA template free?

Yes — generation is free. Free accounts produce one watermarked document per month. Pro (£14.99/mo) and Elite (£24.99/mo) plans give unlimited clean PDFs and access to additional AI-driven features like Smart Doc Reader and the Legal Analyser.

Can I sign electronically?

Yes — UK NDAs can be signed electronically under the Electronic Communications Act 2000. DocuSign, HelloSign, Adobe Sign, or even a typed name in an email are all accepted by English courts as valid signatures for NDAs.

What if the other party breaches the NDA?

Remedies include: (1) damages — proven loss flowing from the breach; (2) account of profits — the breaching party gives up profits made; (3) injunctive relief — court order to stop using or disclosing the information; (4) springboard injunctions — preventing the breaching party from using the head start gained. Speak to a solicitor as soon as you suspect a breach — speed matters for injunctions.

Should I use a UK NDA when working with a US company?

If the work, the information, or either party is UK-based, a UK NDA with English governing law is usually preferable — it's enforceable here without recognition proceedings. For purely US-side disputes, a US NDA (Delaware or California) may be more appropriate. Speak to a solicitor for cross-border deals.

Do I need a solicitor to review it?

For low-stakes situations (typical contractor engagements, early founder discussions), the template is sufficient. For high-value M&A, IP-heavy deals, or unusual disclosures, a solicitor review (£200-500) is a sensible insurance policy.

Other UK legal templates

Tenancy AgreementRRA 2025 ready

Employment ContractERA 1996 compliant

Agreement BuilderCustom contracts from voice