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Free NDA (Non-Disclosure Agreement) template

If you’re a business owner, entrepreneur, or consultant, an NDA guarantees that sensitive information stays private.

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Reviewed by Ali Talip Pınarbaşı, solicitor
Last Update July 29, 2026

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What is an NDA (Non-Disclosure Agreement)?How to write an NDANon-Disclosure Agreement template sample (Word & PDF)Different types of Non-Disclosure AgreementsNon-Disclosure Agreement FAQs

What is an NDA (Non-Disclosure Agreement)?

An NDA, or Non-Disclosure Agreement, is a legally binding contract designed to prevent the unauthorised sharing or misuse of confidential information.

The primary function of this legal document is to ensure that the recipient of sensitive details agrees not to disclose or misuse the information provided.

NDAs are commonly used in situations where trust is essential, such as when:

  • Discussing intellectual property for product development
  • Negotiating business partnerships and joint ventures
  • Onboarding employees with access to company secrets
  • Sharing sensitive business information with vendors and suppliers

NDAs not only protect sensitive business information and trade secrets, but they also establish clear expectations between parties.

The Non-Disclosure Agreement emphasises its role in fostering secure collaboration. Should a breach occur, the injured party has legal recourse. This can include seeking damages, specific performance or court injunctions to prevent further misuse of the information.

For further guidance, visit the UK Government’s Guide on Intellectual Property, which outlines rights and protections for businesses and individuals.

How to write an NDA

Drafting an NDA that aligns with your specific needs requires precision. Here’s how to structure a comprehensive agreement:

  1. Identify the parties: State the full legal names and roles of the discloser and recipient to clarify who is bound.
  2. Define confidential information: List what qualifies as "Confidential Information," covering all formats (e.g., written, oral, or digital) and excluding publicly known data or independent knowledge.
  3. Set obligations: Specify the Recipient’s restrictions on disclosure and use, limiting access to authorised employees tied to the agreement’s purpose.
  4. Requiring the recipient to take appropriate measures: You should clarify that the recipient must take all appropriate technical, organisational and contractual measures to ensure the ongoing confidentiality of the disclosed information.
  5. Include exclusions: List exceptions, like information that is public, legally disclosed by a third party, or known before signing.
  6. Determine duration: State the NDA’s term, fixed (e.g., five years) or indefinite, for trade secrets until public disclosure.
  7. Address breaches: Outline penalties for breaches, including financial damages and legal injunctions for irreparable harm.
  8. Return of materials: Require all confidential materials to be returned, deleted, or destroyed on request, with written confirmation.
  9. Clarify the purpose: Explicitly define the purpose (e.g., evaluating a business relationship) to restrict use. You should also clarify that the information cannot be used for any other purposes without prior written consent to avoid unauthorised use.
  10. Include data protection: Address compliance with data laws like UK GDPR, ensuring secure processing and breach notifications.
  11. Intellectual Property: Specify your IP rights over the disclosed information, such as your ownership of all patents, copyrights, trademarks, trade secrets and other applicable intellectual property rights over the disclosed material.
  12. Applicable law and jurisdiction: If the recipient is in a foreign country, enforcing the breaches of the NDA might be more challenging. Therefore, you need to choose a governing law and jurisdiction that is most convenient to you.
  13. Assignment: Ensure that the recipient cannot assign the contract to a third party without your written consent.

These steps ensure your NDA mirrors the provided agreement and offers comprehensive protection. Once you’ve finished your NDA, it’s a good idea to have a legal professional revise it to make sure it meets legal standards.

Non-Disclosure Agreement template sample (Word & PDF)

You can simplify the drafting process by using a Non-Disclosure Agreement template. Customisable templates provide a reliable starting point, ensuring all essential clauses are included.

Below is an example of a typical NDA:

non-disclosure-agreement-uk-sample
Start your Non Disclosure Agreement (NDA) now
PDFWORD

Different types of Non-Disclosure Agreements

Not all NDAs are the same, and choosing the correct type guarantees your agreement aligns with your needs. Here are the main types of NDAs:

  1. Unilateral NDAs: These are one-way agreements where only one party discloses confidential information. They are commonly used when an employer shares proprietary information with employees or contractors.
  2. Mutual NDAs: These agreements involve both parties sharing sensitive information and agreeing to keep it confidential. They are ideal for business partnerships or joint ventures.
  3. Multilateral NDAs: These agreements cover three or more parties. For example, in a project with multiple stakeholders, a multilateral NDA ensures all parties are bound by the same confidentiality terms.

If you're unsure which type suits your situation, consider consulting a legal professional.

Related documents

Non-Disclosure Agreement FAQs

Do you still have some questions about NDAs? Here are the answers to some of the most common questions people have before they draft their document.

What happens if you break an NDA depends on the terms outlined in the agreement and the severity of the breach. Common consequences include financial damages to compensate the injured party or legal injunctions to stop further disclosures.

In extreme cases, criminal charges may apply if insider trading laws or court injunction orders are violated.

The duration of an NDA is typically specified in the document. Some agreements last for a fixed term, such as three or five years, while others are indefinite, especially when protecting trade secrets.

How long you want your NDA to last should be determined based on the nature of the information being safeguarded. For instance, financial reports may need short-term protection, while proprietary designs might require indefinite confidentiality.

If a party refuses to sign an NDA, it often signals a lack of trust or reluctance to commit to confidentiality. Without an NDA in place, the disclosing party risks exposing sensitive information without legal protection.

In such cases, consider negotiating the terms to address concerns or exploring alternative legal safeguards, such as non-compete clauses or verbal agreements, though these are less enforceable.

Yes, an NDA is legally binding under UK law as long as it meets basic contract requirements, including mutual agreement, lawful purpose, and consideration (something of value exchanged).

For an NDA to hold up in court, it must be clear and specific, and it should not impose unreasonable restrictions.

To ensure enforceability, use a legally compliant free non-disclosure agreement template and consult legal resources like the UK Government’s Overview of Contracts.

Using a reliable NDA template, UK entrepreneurs, business owners and consultants can protect their sensitive information and foster trust in professional relationships.

While breaching an NDA is typically a civil matter, severe breaches involving criminal actions, such as insider trading or disregarding a court injunction related to an NDA, can lead to jail time.

In most cases, breaking an NDA results in financial penalties or injunctions rather than imprisonment. It’s important to understand the terms of the agreement and the potential legal consequences to avoid escalation to criminal proceedings.

Preview of your Non-Disclosure Agreement (NDA)

NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("the Agreement") dated this ________ of ________________, ________.

BETWEEN:
_________ residing at _________

(the "Client")
AND

_________ residing at _________

(the "Contractor")
1) The Contractor is currently or may be retained as an independent contractor with the Client. This Agreement covers not only this specific role (the "Retainer"), but also any other current or future positions held with the Client.
2) As part of their Retainer (the "Permitted Purpose"), the Contractor will receive or develop confidential information (the "Confidential Information") from or on behalf of the Client.
WHEREAS the Client retaining the Contractor and the Client providing the Confidential Information to the Contractor, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:
Scope of Confidential Information
1) Any information or materials disclosed or provided by the Client to the Contractor whether written or oral, constitute Confidential Information, regardless of whether they were provided before or after the date of this Agreement or how they were transmitted.
2) The Contractor recognizes that, due to their Retainer by the Client, they may access or acquire confidential information that belongs exclusively to the Client.
"Confidential Information" includes any data and information related to the business and management of the Client, including, but not limited to, the following:
(a) Business Operations: internal personnel and financial information of the Client, names and other details about the vendors (such as their features, services, and contracts); purchasing and internal cost data; internal service and operation manuals; external business contacts, such as those kept on social media or other comparable platforms; and databases run by the Client, as well as the way and means of carrying out the Client's business;
(b) Customer Information: names of customers of the Client, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Client;
(c) Intellectual Property: information about the Client's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
(d) Service Information: all data and information about the services provided by the Client, including but not limited to, plans, schedules, manpower, inspection, and training information;
(e) Product Information: all specifications for products of the Client as well as work product resulting from or related to work or projects performed or to be performed for the Client or for clients of the Client, of any type or form in any stage of actual or anticipated research and development;
(f) Production Processes: procedures utilized in the development, manufacture, and production of the Client, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
(g) Accounting Information: all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Client;
(h) Marketing and Development Information: marketing and development plans of the Client, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Client which have been or are being discussed;
(i) Computer Technology: all scientific and technical information or material of the Client, concerning any machine, appliance or process, including but not restricted to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know how and show-how;
(j) Proprietary Computer Code: all sets of statements, instructions or programs of the Client, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ("Computer Programs"); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; and
(k) Confidential Information also includes any information that has been disclosed to the Client by a third party and is protected by a non-disclosure agreement between the third party and the Client.
3) Confidential Information will not include:

(a) Information that is generally known in the industry of the Client;

(b) Information that becomes publicly available through no fault of the Contractor;

(c) Information that the Contractor already possessed before the disclosure of the Confidential Information from the Client;

(d) Information that the Contractor independently developed without using the Confidential Information; or

(e) Information that the Contractor lawfully obtained from a third party who has the right to transfer or disclose it.
Obligation of Non-Disclosure

4) The Contractor are obligated to not disclose the Confidential Information confidential, except as stated otherwise in this Agreement.

5) The Confidential Information remains the sole property of the Client and can only be used by the Contractor for the Permitted Purpose. The Contractor cannot use the Confidential Information in a way that could harm the Client or any associated affiliates or subsidiaries.
6) The obligations of the Contractor to maintain the confidentiality of the Confidential Information and to provide notice under this Agreement will continue indefinitely, even after this Agreement expires or is terminated.
7) The Contractor may disclose Confidential Information:

(a) to such agents, representatives and advisors of the Contractor that have a reasonable need to know for the Permitted Purpose provided that:
          (i) the Contractor has informed such personnel of the confidential nature of the Confidential Information;
          (ii) such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Contractor;
          (iii) the Contractor agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
          (iv) the Contractor agrees to be responsible for and indemnify the Client for any breach of this Agreement by their personnel.

(b) A third party with written consent from the Client.

(c) As required by law or by a court, regulatory body, or administrative tribunal.
Avoiding Conflict of Interest

8) It is acknowledged and agreed that any business opportunity related to or similar to the Client's current or anticipated business opportunities that come to the attention of the Contractor during the Contractor's Retainer belongs to the Client. Therefore, the Contractor will inform the Client of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Client.
9) Without the written consent of the Client, the Contractor further agrees to refrain from engaging in any business activities that could reasonably be considered detrimental to the best interests of the Client.
Property Rights

10) The Contractor acknowledges that all rights to Confidential Information belong exclusively to the Client. The Contractor agrees not to claim any ownership interest in Confidential Information, including know-how, copyrights, trademarks, or trade names, even if they helped create it.

11) The Contractor waives any moral rights they may have regarding Confidential Information.
12) The Confidential Information does not include anything developed by the Contractor during this Agreement, including intellectual property, processes, designs, etc., that:

(a) was developed without using the Client's equipment, supplies, facilities, or Confidential Information;

(b) was developed entirely on the Contractor's own time;

(c) is not related to the Client's current or future business;

(d) is not related to the Client's current or anticipated processes, research, or development; and

(e) does not result from any work performed by the Contractor on behalf of the Client.
13) The Contractor agrees to immediately share with the Client any Confidential Information developed during the Retainer and to transfer ownership of this information to the Client. The Contractor will sign any necessary documents and take any actions requested by the Client to ensure that the Client has full ownership of this information.
Remedies

14) The Contractor agrees and acknowledges that the Confidential Information is proprietary and confidential, and that any disclosure of the Confidential Information to a third party in violation of this Agreement would result in irreversible harm to the Client and cannot be fairly or adequately compensated for in monetary damages. Therefore, the Contractor agrees that the Client is entitled to injunctive relief. This means the Client can seek a court order to prevent the Contractor from carrying out any conduct pertaining to the Confidential Information that is prohibited by this Agreement, whether directly or indirectly.
Confidential Information Return

15) The Contractor agrees that, at the request of the Client, or if the Contractor no longer needs to use the Confidential Information, or when this Agreement or the Retainer ends, the Contractor will return to the Client all documents, disks, or other computer media, or any other materials that the Contractor has or controls, including:

(a) materials that may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or

(b) materials that are connected with or derived from the Contractor's services to the Client.
Notices

16) If the Contractor is required to disclose Confidential Information in a legal proceeding, they must immediately notify the Client. This allows the Client to seek a remedy or waive the Contractor's obligation to keep the information confidential in that specific case.

17) In the event of any loss or unauthorized disclosure of Confidential Information by the Contractor in breach of this Agreement, they shall immediately notify the Clientand take all reasonable steps to recover or mitigate such loss or disclosure.
18) All notices or deliveries under this Agreement must be made in person, by courier, or by prepaid mail. A notice is considered delivered seven days after it's mailed. Please use the addresses listed in this Agreement or any updated address provided in writing.

19) Any notice to any of the parties must be delivered in the following addresses:
(a) Name: _________
Address: _________

(b) Name: _________
Address: _________
Warranties

20) The Client provides the Confidential Information without any warranty or guarantee. This means they do not promise that the information is accurate, complete, or free from errors or legal issues like patent or trademark infringements.
Termination of Agreement

21) This Agreement will automatically end on the date that the Contractor's Retainer with the Client terminates or expires. Unless stated differently in this Agreement, all rights and responsibilities under this Agreement will also end at that time.
Assignment and Transfer

22) Unless a company changes its name or merges with another company, neither party can transfer nor assign this Agreement without the other party's written permission.
Changes to the Agreement

23) Only a written agreement signed by both the Client and the Contractor can change or modify this Agreement.
Governing Law

24) This Agreement is governed by the laws of England.
General Provisions

25) Time is of the essence in this Agreement.

26) This Agreement may be signed in multiple copies.

27) The headings are for reference only and do not affect the meaning of the Agreement. Words in the singular also mean the plural, and vice versa. Words referring to one gender also include the other gender.

28) Each part of this Agreement should be read separately. If a part is found to be invalid, it will not affect the rest of the Agreement.
29)Should the Contractor breach this Agreement, they shall be liable for all costs and expenses incurred by the Client in enforcing its terms.

30) Both parties agree that this Agreement is fair and reasonable. If a court finds any provision of this Agreement to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary such that the remaining provisions of this Agreement shall remain in full force and effect. The intent of this Agreement is to provide maximum protection for the Client against disclosure of the Confidential Information.

31) The failure or delay by the Client to exercise any right under this Agreement will not constitute a waiver of that right. Similarly, a partial exercise of any right will not preclude future exercise of that right or any other right under this Agreement.

32) This Agreement applies to the heirs, executors, administrators, successors, and assigns of the Client and the Contractor.
33) This Agreement is the complete and final agreement between the parties. There are no other agreements, either written or spoken.
IN WITNESS WHEREOF _________ and _________ have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.
CLIENT

_______________________________
Address

_______________________________
Witness

 

Per _________________ (Seal)
_________

CONTRACTOR

_______________________________
Address

_______________________________
Witness

 

Per _________________ (Seal)
_________

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