Non Disclosure Agreement (NDA)

A Non-Disclosure Agreement (NDA) at the most basic level is a legally binding agreement between different parties that creates a confidential relationship between a party who has sensitive information and a party who will gain access to that information, normally for a specific purpose. A confidential relationship means one or both parties has a duty not to share that information.

The main purpose of an NDA is to establish a mutual understanding of each party's obligations in respect of the sharing of confidential information and will set out what the parties will do if things do not always go to plan – therefore having this in writing is essential as a document trail and is something both parties can rely upon.  

There will normally be a “discloser” of information and a “recipient” of confidential information.  

NDAs are used all the time to progress business relationships – for example with investors, manufacturers, designers and stockists.  An NDA will usually have a set time period and it is typical to see this set at five years or less in the UK. There are two different types of NDAs - mutual or one-way only. If you are a party to an NDA then it will be very important to make sure you comply with all of the terms of the NDA, as not to do so would be breach of contract which could have serious repercussions.  

What should you be thinking about if you are a “discloser” in an NDA?

If you are disclosing confidential information to a third party under an NDA, then you will want to make sure that the NDA clearly sets out what the “recipient” can use the information for and for how long. You do not want the “recipient” to use the information for a purpose you had not intended. You will also want to make sure that there are clear guidelines for the return or destruction of any confidential information once the term of the NDA has come to an end.

What should you be thinking about if you are a “recipient” to an NDA?

If you are going to receive confidential information from a “discloser” under an NDA then you will want to make sure that you have the rights to use the information for what you intend. The easiest way to do this is to have a clear “purpose” defined in the agreement. You will also want to make sure that there are no onerous obligations in respect of what happens when the NDA comes to an end in terms of destruction or return of the information which you cannot practically comply with.

How can we help?

We specialise in providing cost-effective legal solutions clearing your path to success, which means our bread and butter lies in crafting, reviewing, and dissecting commercial contracts including franchise agreements. We support the likes of Onfido, Multiverse, and Truelayer - ensuring they can build and bolster their commercial relationships.

In need of support from commercial contract lawyers in the UK? Get in touch with our commercial contract team. 

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