Jurisdiction(s):
United Kingdom

Confidentiality agreement playbook (one-way, pro-discloser): clause-by-clause drafting and negotiation with preferred and fallback positions (England and Wales)

Published by a LexisNexis Information Law expert

Practice notes

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This playbook provides guidance for drafting and negotiating a confidentiality agreement (also known as a non-disclosure agreement or NDA) from a pro-discloser position.

It sets out preferred stances and alternative fallback options for the clauses most often contested in these agreements. The template suits solicitors representing the discloser, whether operating in-house or working in private practice. Users should adapt and tailor it as needed to address client-specific issues and safeguard the client’s interests in full. The level of risk referenced throughout may vary depending upon the particular client.

Be aware it omits fallbacks for boilerplate clauses, for situations where confidential information comprises personal data, and for detailed intellectual property rights provisions. For a complete index of related confidential information materials, see: Confidential information—overview. For the underlying template agreement, consult: Precedent: Confidentiality agreement—one-way—pro-discloser. Use this playbook alongside the following resources, which also provide guidance on matters routinely negotiated in confidentiality agreements:

Practice Note: How to review an NDA for commercial transactions
Drafting a confidentiality agreement (disclosing party)—checklist

It offers pro-discloser guidance for a one-way disclosure of information...

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Web page updated on 21/05/2026

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