Non-Disclosure Agreement Template for the UK

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What is a Non-Disclosure Agreement?

A non-disclosure agreement (NDA) template is a reusable, legally binding confidentiality contract you fill in with the parties, the protected material and the duration before sharing sensitive details. Under the law of England and Wales it stops the receiving party from leaking or misusing your business secrets, client data or know-how. It is one of the most common documents UK commercial teams use to protect intellectual property before any deal or partnership begins.

NDAs create clear obligations about who can access protected material and how they must handle it. A breach can lead to court action, damages claims and injunctions to stop further disclosure. Companies routinely ask employees, contractors, investors and business partners to sign an NDA before revealing anything about products, strategy or pricing. The Employment Rights Act 1996 preserves the right to make protected disclosures, so a well-drafted UK template carves those out.

GenieAI drafts and reviews NDAs against your own rules, flags risky clauses red, amber or green, and returns a ready-to-sign document.

Sample clauses: standard wording in a UK non-disclosure agreement

3. Confidentiality Undertakings and Permitted Disclosure
3.1 The Receiving Party shall keep the Confidential Information secret, shall use it solely for [the Permitted Purpose] and shall not use it to obtain any commercial advantage over the Disclosing Party.
3.2 The Receiving Party may disclose Confidential Information only to those of its employees, officers and professional advisers who need to know it for the Permitted Purpose, provided that the Receiving Party first informs each of them of the confidential nature of the information and remains liable for their acts and omissions as if they were its own.
3.3 The Receiving Party may disclose Confidential Information to the extent required by law, by any court of competent jurisdiction or by any regulatory or governmental body, and shall (where lawful and practicable) give the Disclosing Party [five] Business Days' prior written notice so that the Disclosing Party may seek a protective order.
3.4 Nothing in this Agreement prevents any person from making a protected disclosure within the meaning of Part 4A of the Employment Rights Act 1996, or from reporting a suspected criminal offence to a law enforcement agency.

6. Return of Information, Duration and Remedies
6.1 On written demand by the Disclosing Party, or on expiry of this Agreement, the Receiving Party shall promptly return or securely destroy all documents and materials containing Confidential Information and shall permanently erase it from its systems, save for one copy retained to the extent required by law or by its bona fide internal record retention or automated back-up procedures.
6.2 The obligations in clause 3 continue for [three] years from the date of disclosure, save that obligations in respect of information constituting a trade secret continue for so long as that information remains a trade secret.
6.3 The Receiving Party acknowledges that damages alone may not be an adequate remedy for breach of clause 3, and that the Disclosing Party may seek injunctive relief, specific performance or other equitable remedies without proving special damage.

Illustrative extract showing typical drafting under the law of England and Wales. Documents generated with GenieAI are tailored to your rules, standards and context.

Frequently Asked Questions

When should you use a Non-Disclosure Agreement?

Use a non-disclosure agreement before you share sensitive material with anyone outside your business. That covers talks with potential investors, supplier negotiations, hiring new staff and exploring partnerships. It matters most when you are revealing trade secrets, customer data or proprietary technology that gives your company a competitive edge.

Put the NDA in place before detailed conversations start, whether that is during merger talks, product development with external contractors, or when outsourcing services across an industry like B2B SaaS, tech services, property or construction. A confidentiality agreement (NDA) also works alongside a wider commercial proposal, so sensitive figures stay protected while both sides weigh the project. Courts in England and Wales generally uphold well-drafted NDAs, so a signed template protects your confidential information and intellectual property from day one of the relationship. If you need help getting the terms right, GenieAI drafts each version to fit the deal in front of you.

What are the different types of Non-Disclosure Agreement?

Who should typically use a Non-Disclosure Agreement?

  • Business Owners: Protect company secrets, intellectual property, and sensitive business strategies when working with partners or contractors
  • Employees: Sign NDAs as part of employment contracts to maintain confidentiality about internal operations and trade secrets
  • Human Resources Teams: Roll out NDAs during onboarding and manage confidentiality obligations across the workforce
  • Investors: Review detailed financial and strategic information during due diligence, requiring confidentiality protection
  • Consultants and Freelancers: Access client data and internal systems while providing professional services
  • Legal Professionals: Draft, review, and enforce NDAs to ensure they meet English law requirements and protect client interests

How do you write a Non-Disclosure Agreement?

  • Define Scope: List exactly what information needs protection - trade secrets, customer data, processes, or intellectual property
  • Identify Parties: Gather full legal names and addresses of all individuals or companies who will sign
  • Set Duration: Decide how long the confidentiality obligations should last after sharing information
  • Specify Permissions: Detail who can access the information and how they may use it
  • Use Our Platform: Generate a customised, legally-sound NDA template that includes all required elements under English law
  • Review Details: Check all names, dates, and specific terms before finalising the agreement

What should be included in a Non-Disclosure Agreement?

  • Parties: Full legal names and addresses of everyone involved in the agreement
  • Confidential Information: Clear definition of what information is protected and how it can be used
  • Duration: Specific timeframe for how long the confidentiality obligations last
  • Permitted Use: Explicit terms about how the information may be used or shared
  • Return of Information: Requirements for handling or destroying confidential materials
  • Breach Consequences: Clear remedies and enforcement options under English law
  • Governing Law: Statement confirming English law applies to the agreement
  • Terms and Conditions: The full set of terms, including notice provisions and how each party may contact the other about the agreement
  • Signature Block: Space for dated signatures from all parties

What's the difference between a Non-Disclosure Agreement and a Non-Compete Agreement?

A non-disclosure agreement protects confidential material from disclosure, while a Non-Compete Agreement restricts competitive activity. Teams often use them together, but they do different jobs under the law of England and Wales.

FeatureNon-Disclosure AgreementNon-Compete Agreement
Scope of protectionStops specific information being disclosed or misusedPrevents competitive activity, such as joining a rival or starting a competing business
DurationCan run indefinitely for trade secretsMust have a reasonable time limit to be enforceable
Legal scrutinyCourts generally uphold well-drafted versionsCourts examine them closely so they don't unreasonably restrict employment rights
Primary useSharing sensitive material during business discussionsEmployment contracts and business sale agreements

Why Trust GenieAI?

  • 244,337 businesses have trusted GenieAI to draft 365,360 legal documents (and growing).
  • Across every document GenieAI reviews, the median document carries 4 high-priority risks.
  • Vague or ambiguous wording is the single most common problem, at 14.6% of all issues raised.
  • GenieAI reviews a full contract, clause by clause, in typically under two minutes.

Source: GenieAI internal data Updated 6 hours ago

Reviewed by

Swetha Meenal

Legal Engineer, GenieAI

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A lawyer, legal researcher and legal tech founder, Swetha has built AI products deployed inside Tier 1 firms and enterprises. She ensures GenieAI's alignment with the latest regulation and executes testing on the legal robustness of Genie output.

Reviewed by

Imad Mohammed Nazar

Legal Engineer, GenieAI

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A Skadden-trained M&A lawyer, Imad advised on cross-border transactions and contractual risk before moving into legal AI. He reviews GenieAI's output for compliance and enforceability across our 150+ supported jurisdictions, as well as facilitating external benchmarking.

Jurisdiction

England & Wales

Publisher

GenieAI

Cost

Free to use

Last updated

About the Non-Disclosure Agreement

  • Define Scope: List exactly what information needs protection - trade secrets, customer data, processes, or intellectual property
  • Identify Parties: Gather full legal names and addresses of all individuals or companies who will sign
  • Set Duration: Decide how long the confidentiality obligations should last after sharing information
  • Specify Permissions: Detail who can access the information and how they may use it
  • Use Our Platform: Generate a customised, legally-sound NDA template that includes all required elements under English law
  • Review Details: Check all names, dates, and specific terms before finalising the agreement

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