Jurisdiction(s):
United Kingdom

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

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Practice notes

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 scrutinising an NDA, so this guide explains matters from each standpoint, offering perspective and context to guide your approach, whether you are on the giving or receiving side of information exchange. For useful,...

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Web page updated on 21/05/2026

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