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NDA meaning

What does NDA mean?
An NDA (non-disclosure agreement), also called a confidentiality agreement, is a contract used to restrict the use and disclosure of specified confidential information in negotiations, projects, M&A due diligence, technology and employment settings. It is not defined by statute. Its effect relies on contract law and the common law/equitable duty of confidence, with additional protection for trade secrets under the Trade Secrets (Enforcement, etc.) Regulations 2018 (UK) and the European Union (Protection of Trade Secrets) Regulations 2018 (Ireland). Typical features include: unilateral or mutual obligations; a definition of Confidential Information; a permitted purpose; limits on onward disclosure to representatives; duration/survival; standard exclusions (public domain, prior knowledge, independent development, legally required disclosure); return/destruction; no licence or assignment; and remedies (damages and urgent injunctive relief, called interdict in Scotland), plus governing law and jurisdiction. In the UK and Ireland, NDAs cannot lawfully prevent disclosures required by law, to regulators or law enforcement, or protected whistleblowing. Overbroad restraints risk being unenforceable. Usage and drafting practice are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, save for differences in terminology and procedure for interim relief.
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View the related Checklists about NDA

CHECKLISTS
NDA Review Checklist for Recipients: scope, mutuality, definition, permitted use, authorised recipients, data protection, legal reporting carve-outs, warranties, IP, indemnities, duration, termination, post-termination, boilerplate and execution

Checklist Use this Checklist when assessing a confidentiality agreement (also called a non-disclosure agreement or NDA) where you are the party receiving confidential information under that arrangement. Before you begin your review, consider: what information the business needs to obtain and for what reason; whether the business will also be sharing information with the other side; what information is being received and who should be able to access and use it. For further information, see Precedent: Confidentiality agreement—one-way—pro-recipient. The third column can be used to capture observations or comments as you work through the Checklist. Further information Notes (if any) ☐ Confirm the parties to the agreement. Reflect on which individuals and/or entities should be party to the agreement. □ Confirm how confidential information will be defined. Consider: whether a general definition or a list format is more suitable; whether any confidential information will be shared with group...

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CHECKLISTS
NDA drafting checklist for disclosing parties: defining confidential information, purpose, recipients, security/AI, data protection, statutory/SRA carve-outs, IP ownership, indemnities, duration, termination, return/destruction, boilerplate and execution

Checklist Use this Checklist when drafting a confidentiality agreement (also referred to as a non-disclosure agreement or NDA) where you are the party providing confidential information. Before you begin, reflect on: what the business plans to reveal and whether it is confidential; the reason the business wishes to share that information; whether the business will also receive confidential information from the other party; who the business intends to disclose that information to. For further information, see Precedent: Confidentiality agreement-one-way-pro-discloser. As you work through the Checklist, use the third column to capture observations or comments. Parties ☐ Confirm the parties to the agreement. Consider which individuals and/or entities should be party to the agreement. What information does the business want to disclose? ☐ Decide how confidential information will be defined. Consider: whether a general definition or a list format is appropriate; whether any confidential...

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CHECKLISTS
Ireland: NDA Drafting Checklist for Disclosing Parties-Purpose, Confidential Information, Security/AI, Data Protection, IPRs, Indemnities, Termination and Execution

Checklist Use this Checklist when preparing a confidentiality agreement (also called a non-disclosure agreement or NDA) in which you are the party sharing confidential information under that agreement. Before drafting, consider: what material the business intends to reveal and whether it is genuinely confidential; why the business plans to disclose that information; whether the business will also receive confidential information from the other party; and to whom the business will disclose that information. For further information, see Precedent: Ireland-Confidentiality agreement-mutual. Parties ☐ Confirm the parties to the agreement. Consider which individuals and/or entities should be party to the agreement. What information does the business want to disclose? ☐ Confirm how confidential information will be defined. Consider: whether a general definition or a list-based approach is appropriate; whether any confidential information belonging to group companies will be disclosed; whether any confidential information will be disclosed to group companies; and whether authorised...

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View the related News about NDA

NEWS
UK and EU environmental law weekly update: emissions trading, energy and nuclear, ESG reporting, UK REACH, waste and producer responsibility, biodiversity, marine, water and litigation—26 February 2026

In this issue: Air emissions and climate change Energy for environmental lawyers Environmental disputes and proceedings Environmental permits and consents Environmental taxes, reliefs and incentives ESG and sustainability Hazardous substances and chemicals Marine Nature, biodiversity and habitat conservation Waste Waste producer responsibility regimes Water, flooding and drainage Daily and weekly news alerts New and updated content Air emissions and climate change DESNZ releases quarterly waste data reporting template for the UK ETS. The Department for Energy Security and Net Zero (DESNZ) has issued a template for quarterly waste data submissions under the UK Emissions Trading Scheme (UK ETS). It is designed for waste operators to use when sending quarterly data reports to their regulator during the voluntary monitoring, reporting and verification (MRV) period. See: LNB News 19/02/2026 50. AFME responds to European Commission consultation on climate resilience legislative framework. The Association for Financial Markets in Europe (AFME) has provided...

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NEWS
Weekly energy law update: Ofgem decisions, grid and flexibility reforms, hydrogen/LDES support, CHMM guidance, CfD and planning changes, nuclear siting policy, EU State aid/infrastructure actions—13 March 2025

In this issue: Electricity and gas market regulation and licensing Renewable energy Capacity Market, balancing services and energy system flexibility Conventional power, waste to energy, biomass, and CHP projects Nuclear energy Planning issues in energy projects International energy Daily and weekly news alerts New and updated content Dates for your diary Trackers Electricity and gas market regulation and licensing Ofgem publishes determinations on code manager selection for REC and BSC Ofgem has issued two determinations, setting out its conclusions under section 187(1) of the Energy Act 2023 to move ahead with appointing code managers for the Balancing and Settlement Code (BSC) and the Retail Energy Code (REC) without running a competition. As a consequence, both the Retail Energy Code Company Ltd and Elexon Ltd will, respectively, be asked to provide a licensing assessment form. Ofgem will subsequently review the submissions and confirm whether it proposes to award each entity a licence. See:...

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NEWS
UK employment law weekly: key cases, HMCTS changes, MoJ NDA guidance, possible tribunal fees, FCA misconduct focus, AI and workplace speech, HMRC EV mileage, EU traineeships, diary dates

In this issue: Horizon scanning Status and worker categories Benefits Prohibited conduct Unfair dismissal Settlement Employment tribunals Dates for your diary Trackers New Q&As Employment resources on Lexis+® LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Horizon scanning What to watch in Employment law this winter In 2025, the government’s suite of employment reforms has set the pace, yet noteworthy shifts in case law and workplace culture also merit close attention as winter draws in. Some updates will stem from regulators, including the Financial Conduct Authority, which is anticipated to finalise guidance on tackling non-financial misconduct. Practitioners should also be mindful of the broader adoption of artificial intelligence, alongside a rise in employees voicing politically sensitive opinions at work, both of which demand vigilance as 2026 approaches. See Law360: What to watch in employment law this winter. Status and worker categories European Parliament ready to negotiate better...

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View the related Practice Notes about NDA

PRACTICE NOTES
Commercial NDAs: practical guide to review, key clauses, data protection, IPR, AI, breach management, consideration and execution

This Practice Note This Practice Note serves as a practical ‘how to’ for assessing an NDA (also referred to as a non-disclosure agreement or confidentiality agreement) and directs you to relevant materials. It sets out a snapshot of what an NDA comprises, when it is needed in a commercial deal, and offers a high-level overview of the legal and practical points to weigh up when considering an NDA. For links to fuller guidance on the law of confidentiality, refer to Precedent: Confidentiality—training materials and Confidential information—overview. For further insight into how confidentiality duties are commonly addressed in commercial agreements, see Practice Note: Trade secrets and confidential information—protection and enforcement. Where confidential information is exchanged, the assumption is that the disclosing party will usually prepare and circulate an NDA, with the recipient undertaking review. That said, in many circumstances information flows both ways, making it unclear which side should take responsibility for drafting or reviewing. In all cases, understanding the other party’s position is advantageous whether you are preparing or...

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PRACTICE NOTES
UK W&I insurance in private M&A: lawyers’ practical guide to placement documents, due diligence and underwriting, policy negotiation, key definitions and exclusions, warranty schedules, inception and conditions

Warranty and Indemnity (W&I) insurance in private M&A transactions—guide to the key documents With the marked increase in the uptake of Warranty and Indemnity (W&I) insurance in private M&A deals, solicitors are ever more involved in specifying and negotiating W&I policy terms. Although each policy is shaped to the particular demands of a given transaction, the underlying approach tends to be comparable across matters. Against that backdrop, this Practice Note sets out guidance for legal practitioners on procuring and negotiating W&I insurance (the Placing Process), with emphasis on the paperwork exchanged between W&I brokers and insurers, which must be signed by the insured before the W&I policy incepts. W&I insurance documents Confidentiality undertakings and non-reliance letters The following are standard requirements: Execution of a confidentiality undertaking or non-disclosure agreement (NDA). The W&I insurance broker (Broker) will usually provide the client (or the client’s advisers) with a draft NDA in a form pre-agreed with the W&I insurers. It is generally more efficient to proceed...

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PRACTICE NOTES
UK civil nuclear regulatory framework post-Brexit: overview of ONR, Ofgem, EA/SEPA/NRW/NIEA, DESNZ, HSE, and other bodies including NDA, Great British Energy-Nuclear and UKAEA

Regulatory oversight of the UK civil nuclear sector is divided among a number of authorities, mirroring the split between the baseline obligations that apply to all electricity producers and the extra responsibilities that stem from the distinctive nature of nuclear generation. In 2014, nuclear-specific oversight was markedly brought together through the establishment of the Office for Nuclear Regulation (ONR), which replaced several predecessor bodies that had overseen different facets of the industry. Alongside these, other government entities, though without broad regulatory or supervisory remits, carry out targeted enabling and decision-making roles and therefore exert significant influence within the UK civil nuclear landscape. For details on the codes and industry organisations relevant to the nuclear field, and for a single compiled list of the principal bodies, see Practice Note: Industry Bodies and Codes—Nuclear Energy. What is the impact of Brexit on the UK civil nuclear industry? From 31 January 2020 (exit day), the UK was no longer an EU Member State. The Brexit transition/implementation period ended at 11 pm...

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View the related Precedents about NDA

PRECEDENTS
IPF standard form NDA and exclusivity agreement for Scottish property transactions: overview, adoption and guidance notes

The Investment Property Forum (IPF) produced this precedent because they recognise it is very common for the parties to a prospective property deal to enter into a non-disclosure agreement (NDA) so they can review certain marketing material and/or commence due diligence...

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PRECEDENTS
Mutual confidentiality letter (short-form NDA) — England and Wales law; affiliate disclosures; Contracts (Rights of Third Parties) Act 1999; Victims and Prisoners Act 2024 carve-out

[ insert name and address of sender ] (We) Our reference: [ insert reference ] Your reference: [ insert reference ] [ insert address of recipient ] (You) 1 In this letter, the following terms have the following meanings: 1.1 Affiliate refers to any entity that, directly or indirectly, Controls, is Controlled by, or is under shared Control with, another entity; 1.2 Authorised Persons denotes the officers and directors, members and partners, employees, consultants, sub-contractors, agents, representatives, or professional advisers of a party and/or its Affiliate(s); 1.3 Confidential Information means all information of a confidential nature that either we or you hold or obtain from the other (whether directly or indirectly), including the other’s know-how, trade secrets, plans, developments, financial, commercial, technical, tactical, strategic, marketing, operations, customer or product information, personnel information, any information marked as or agreed to be confidential, any other information that either we or you know, or could reasonably be expected to know, is confidential, and any such information relating...

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PRECEDENTS
Climate-aligned NDA clauses to enable early discussion of environmental goals and climate targets at the outset of commercial relationships (Kaia’s Clause, The Chancery Lane Project)

This clause sets out terms within typical non-disclosure or confidentiality agreements (NDAs), so climate change and environmental matters are addressed from the beginning of fresh business relationships...

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