Are NDAs legally binding in the UK? A guide for employers [2025]

Hiring in the UK? The majority of employers rely on non-disclosure agreements, commonly called NDAs or confidentiality clauses, to keep sensitive information confidential and protect themselves from harm. But while they’re prolific, the British government has kept a close eye on their use. In 2019, it started considering a crackdown on the use of confidentiality clauses to intimidate people from reporting sexual harassment, assault, or discrimination to authorities such as police or healthcare professionals.

So, are NDAs legally enforceable in the United Kingdom? How do you properly use them to protect yourself and your company while still remaining compliant with the law? Read on to learn more about using confidentiality clauses in the British workplace.

(Note: our guide is for informational purposes and isn’t intended to provide legal advice.)

What is an NDA?

Simply put, NDAs (also called non-disclosure agreements), confidentiality clauses, and confidentiality agreements, are used to protect your sensitive and/or proprietary information when you have to share things about your business with others. They can be used in a variety of contexts: You might sign one before hiring a financial advisor or lawyer to provide advice on your business, and you’ll likely ask employees to sign an NDA before being hired. This will prevent whoever you’re sharing information with from giving valuable information to, say, a competitor and harming your business.

Are non-disclosure agreements enforceable in the UK?

The short answer? Yes, NDAs are enforceable in the UK–so long as they are being used for legitimate business purposes and not as so-called “gagging clauses” that would prevent employees from reporting serious issues, such as harassment, to the proper authorities.

Here are a few basic tidbits you should know when you’re drawing up an NDA in the UK:

• NDAs can cover both recorded information–such as confidential documents—and ideas you share in meetings. Be specific and narrow in the purpose of your NDA when drawing up the document. You can always edit it and widen the scope later.

• As of June 2024, the UK has a new legislation in place that aims to prevent non-disclosure agreements from being used to prevent victims from reporting criminal conduct to law enforcement, family, or others.

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4 things you need to know about non-disclosure agreements in the UK

1. There are different types of NDAs

There are two different types of NDAs in the UK:

• Mutual NDAs are used when both parties are sharing sensitive information that needs to be kept confidential.

• One-way NDAs are used if you’re the only party disclosing sensitive information. In some circumstances, a one-way NDA will need to be executed as a deed. This isn’t hard to do, and the UK government advises against drawing up a mutual agreement instead to try to avoid extra steps.

2. Confidentiality agreements are usually only viable for 3 to 5 years

When you’re drawing up an NDA, it’s crucial to specify how long it will be viable. In the UK, it’s common for NDAs to last for three to five years, after which time the information can be freely shared with others. Only certain types of information can be kept confidential forever, including, but not limited to:

• Expertise that cannot be patented

• Lists of your customers

• Some personal data

Remember: In the UK, after information is public–regardless of how it happens—the NDA cannot be legally enforced.

3. There are legal differences between Scotland, Northern Ireland, and England and Wales

The United Kingdom is actually made up of three separate legal systems: Scotland, Northern Ireland, and then England and Wales together. So, be specific about which country you’re referring to, especially if you and your employee or contractor are based in different nations. You’ll need to specify which region’s laws your NDA follows and which court system would take on your case in the event of a lawsuit.

4. If you’re dealing with a public authority, you need to make sure your information is safe from Freedom of Information requests

If your business involves a public authority in the UK, such as a university, be aware these organizations have to make certain information public if they receive a Freedom of Information request. This could include your information if you don’t specifically state in the NDA that the data you’re sharing with the authority needs to be kept confidential no matter what.

When would an employee or contractor sign a confidentiality agreement?

It’s most common for employees and contractors in the UK to sign an NDA during the onboarding process or when they start a new work contract– although it’s up to you. Some employers even include the NDA as a confidentiality clause in a new hire’s offer letter. Whichever you choose, the most important thing is that you have them sign the NDA before you share any sensitive information with them.

Frequently asked questions about non-disclosure agreements in the UK

Ensure your most sensitive information is protected

Benefits of non-disclosure agreements in the UK

NDAs protect companies from the harm that can come from having their confidential information and proprietary assets shared with competing businesses. Here are a few of the benefits in further detail:

• NDAs provide legal protection. They are legally binding documents that prevent employees, business partners, financial advisors, and other similar parties from disclosing confidential information, trade secrets, and other proprietary information to another party. They also provide legal protection of intellectual property, financial information, customer data, and a host of other important information.

• You have legal recourse in the event of an unauthorized disclosure. Without an NDA, if, say, one of your employees got a job with a competitor, they could freely share information that could help that company compete with you. With an NDA in place, however, you have the right to seek damages and other remedies should the agreement be broken while it’s still enforceable.

for breaking an injunction are severe in the UK and could mean jail time and hefty fines for the offender.

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