What Is an NDA and Does My UK Business Need One?

What Is an NDA?

An NDA — Non-Disclosure Agreement — is a legally binding contract between two or more parties that prevents confidential information from being shared with third parties.

In plain English: it means that what you share in confidence, stays in confidence. And if the other party breaches that agreement, you have legal recourse.

NDAs are one of the most commonly used legal documents in UK business. They're used by startups, SMEs, FTSE 100 companies, and everyone in between.

When Does a UK Business Need an NDA?

You should consider using an NDA any time you're sharing information that gives your business its competitive edge. Common situations include:

Before sharing your business idea or pitch If you're meeting with investors, potential co-founders, or advisers, an NDA protects your idea before you've had the chance to build or protect it through other means such as a patent or trademark.

Before entering supplier or manufacturer discussions If a supplier needs to understand how your product works or what your formulation is, an NDA ensures they can't take that information and use it themselves — or pass it on to your competitors.

Before hiring employees or contractors An NDA can be used alongside employment contracts to protect sensitive business information from being taken to a competitor. Particularly important for senior hires with access to pricing, client lists, or proprietary processes.

Before business acquisition discussions If you're exploring buying or selling a business, both parties will typically exchange sensitive financial and operational information. An NDA should be signed before any of this is shared.

Before partnership or joint venture discussions Two businesses exploring a collaboration will often share strategies, client data, and financial information. An NDA protects both parties during the exploratory phase.

One-Way vs Mutual NDAs — What's the Difference?

There are two types of NDA:

One-way (unilateral) NDA — only one party is disclosing confidential information. The other party is bound to keep it confidential. Used when, for example, you're sharing your business idea with a potential investor.

Mutual (bilateral) NDA — both parties are disclosing confidential information and both are bound to keep the other's information confidential. Used when two businesses are exploring a partnership or acquisition where both sides are sharing sensitive data.

The Lawbrary NDA template covers both scenarios and is drafted to be used in real UK transactions.

What Should a UK NDA Include?

A properly drafted NDA for UK businesses should include:

Definition of confidential information — what is and isn't covered

Obligations of the receiving party — what they can and cannot do with the information

Permitted disclosures — exceptions such as information already in the public domain

Duration — how long the confidentiality obligation lasts

Remedies for breach — what happens if the agreement is broken

Governing law — should specify England and Wales for UK businesses

Miss any of these and your NDA may not hold up if you ever need to enforce it.

Can I Use a Free NDA Template?

There are free NDA templates available online. The risk is that you have no idea who drafted them, whether they comply with current UK law, or whether they've ever been tested in a real dispute.

A poorly drafted NDA is often worse than no NDA at all — it gives you false confidence that you're protected when you're not.

The Lawbrary NDA has been drafted by a qualified UK solicitor and used in real UK transactions. It covers all the key provisions required under English law and is ready to use immediately — no drafting required.

How Much Does an NDA Cost?

Instructing a UK solicitor to draft a bespoke NDA typically costs between £300 and £800 plus VAT. For a standard business NDA, that's unnecessary.

The Lawbrary NDA template is available for £125 — a solicitor-drafted document, used in real deals, available for instant download.

How Do I Use an NDA?

Once you've downloaded your NDA template:

(1) Fill in the party details — the full legal names and addresses of both parties

(2) Define the confidential information — be specific about what is being shared

(3) Set the duration — typically 2–5 years for business NDAs

(4) Sign and date — both parties must sign for the agreement to be binding

(5) Keep a copy — both parties should retain a signed copy for their records

In the UK, an NDA does not need to be witnessed or notarised to be legally binding. Both parties simply need to sign.

What Happens If Someone Breaches an NDA?

If the other party breaches your NDA, you may be entitled to:

An injunction to prevent further disclosure

Damages to compensate for any financial loss caused by the breach

In some cases, an account of profits if the other party has profited from your confidential information

Having a properly drafted NDA in place is what makes enforcement possible. Without one, you have no legal basis for a claim.

Get Your NDA Today

Don't go into your next business conversation unprotected. The Lawbrary NDA template is solicitor-drafted, instantly downloadable, and ready to use.

Download the NDA Template — £125 → lawbrary.co.uk/templates

Need Other Legal Documents?

While you're here, these are the other documents UK business owners most commonly need alongside an NDA:

Share Purchase Agreement — £299 — for buying or selling shares in a UK company

Director Appointment Letter — £49 — for appointing a new director

Power of Attorney — £49 — for delegating authority formally

TUPE Transfer Letter — £69 — for staff transfers in acquisitions

Browse the full library at lawbrary.co.uk/templates

All templates available on Lawbrary have been drafted by qualified UK solicitors and are governed by the laws of England and Wales. For complex or bespoke transactions, we recommend seeking independent legal advice.