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Confidential information can be one of your business's most valuable assets. An NDA or confidentiality agreement can help control how that information is shared, used and disclosed.
The important part is getting the agreement right for the situation. A well-drafted NDA should identify the confidential information, define the permitted purpose, deal with permitted disclosures and set appropriate confidentiality obligations. It should also reflect the parties, the transaction and the information being shared.
Adroit Legal drafts and reviews non-disclosure agreements and confidentiality agreements for businesses, including agreements involving UK and overseas counterparties. We work on a fixed-fee basis where the scope allows.
We can prepare a new NDA, review an agreement supplied by another party or help you deal with confidentiality obligations within a wider commercial arrangement.
The UK Intellectual Property Office recognises both one-way and mutual NDAs and recommends considering matters such as the information covered, permitted purpose, permitted recipients and duration of confidentiality.
A confidentiality agreement should do more than simply state that information must remain confidential.
Depending on the circumstances, we can address:
Government guidance specifically recommends identifying what information is confidential, who can receive it, how it can be used and how long the confidentiality obligation should last.
The right structure depends on how information will actually flow between the parties.
A mutual NDA should not automatically be used simply because it is presented as the standard option. If only one party is disclosing information, a one-way agreement may be more appropriate.
If another business has sent you its NDA, we can review the agreement before you sign it.
An NDA should protect confidential information without creating unnecessary obligations for the business receiving it.
This is particularly important when you are signing an NDA prepared by a customer, supplier, investor, buyer or potential commercial partner.
Businesses often need confidentiality protection before entering into a more substantial commercial relationship.
We can help with NDAs used for:
Protect information shared during fundraising, investment discussions and early-stage negotiations.
Put confidentiality arrangements in place before sensitive financial, operational and commercial information is provided to a prospective buyer.
Protect pricing, processes, customer information, technical information and other commercially sensitive material shared during supplier discussions.
Use mutual confidentiality arrangements when both businesses will be sharing information while evaluating a proposed relationship.
Protect confidential business information accessed by external contractors, consultants and advisers.
The aim is to give your business practical documents that can be used consistently rather than relying on a generic internet template for every new conversation.
An NDA can be an important early document in a business sale process.
A prospective buyer may need access to financial information, customer information, supplier arrangements, pricing, operational information and other commercially sensitive material before deciding whether to proceed.
The confidentiality agreement can establish the framework for how that information is used and disclosed during the process.
For wider transaction support, see our Business Sale & Purchase service →
Confidentiality arrangements can become more complicated when the other party is based outside the UK.
An NDA involving an overseas counterparty may need careful consideration of:
The UK Intellectual Property Office notes that an NDA involving parties in different countries should address the governing law and courts in which enforcement may take place.
We can review these provisions as part of an NDA involving UK and overseas businesses.
An NDA creates contractual obligations. If confidential information is disclosed or used contrary to the agreement, the appropriate response depends on the terms of the NDA, the information involved and the circumstances of the breach.
Trade secrets can also benefit from statutory protection under the Trade Secrets (Enforcement, etc.) Regulations 2018, alongside existing confidentiality protections.
An NDA is therefore one part of a wider approach to protecting commercially sensitive information. Access controls, internal procedures and practical information-security measures can also matter.
Businesses using NDAs governed by the law of England and Wales should also be aware of changes introduced by the Victims and Prisoners Act 2024, which came into effect on 1 October 2025.
The changes place additional restrictions on certain confidentiality provisions, particularly provisions relating to relevant conduct involving harassment or discrimination. The legislation applies to NDAs signed from 1 October 2025, subject to the detailed statutory rules.
This means an NDA should not be treated as a generic document that can simply be reused in every context. The purpose, parties and circumstances matter.
If your business regularly shares confidential information, we can prepare a tailored set of NDA documents for repeated use.
This can include:
We identify who is receiving the information, what is being shared and why it is being disclosed.
We determine the appropriate NDA structure and identify the provisions that need to reflect the particular relationship.
We prepare a new agreement or review the NDA supplied by the other party.
We can help identify points that need negotiation and explain the practical implications of the final wording.
For straightforward NDA drafting and review, we can agree a fixed fee before work starts.
For businesses that regularly need confidentiality agreements, we can also discuss preparing reusable NDA documents tailored to the business.
The lawyer handling the work will agree the scope and fee with you before the work begins.
An NDA is a legal contract that creates confidentiality obligations between the parties. The practical enforceability of particular provisions depends on the wording of the agreement and the circumstances. Certain disclosures cannot lawfully be restricted, and additional restrictions now apply to some NDAs in England and Wales following changes that took effect in October 2025.
There is no universal requirement to use an NDA before an investor discussion. However, if you plan to disclose commercially sensitive information, an NDA can provide a contractual framework governing how that information may be used and disclosed. The IPO recommends considering confidentiality protection before sharing sensitive business information with potential partners and other parties.
In most commercial contexts, the terms are used interchangeably. Both refer to contractual arrangements governing confidential information and the obligations attached to its disclosure.
A one-way NDA is generally used when only one party is disclosing confidential information. A mutual NDA is generally used when both parties will exchange confidential information.
There is no single period that suits every situation. The appropriate duration depends on the nature of the information, the commercial relationship and the purpose of the disclosure. Some information may require protection for a defined period, while certain confidential information may warrant longer protection.
Yes. We can review the agreement, identify significant obligations and explain provisions that may need to be amended before you sign.
An NDA can form part of the contractual protection for trade secrets. UK trade secret protection also operates through the common law and the Trade Secrets (Enforcement, etc.) Regulations 2018.
If your business is preparing to disclose commercially sensitive information, reviewing an NDA supplied by another party or dealing with a confidentiality concern, we can assess the agreement and advise on the appropriate next step.
Book a free 20-minute call with the lawyer who will handle the work.
Contract drafting and review for customers, suppliers and commercial partners.
Protect shareholder relationships, control, transfers and exit arrangements.
Legal support for acquisitions, disposals and transaction processes.
Ongoing legal support for businesses that need advice across multiple agreements and issues.