Updated 05.06.2024

Standard non-disclosure agreement 

A unilateral non-disclosure agreement for business negotiations during which one party may disclose confidential or secret information to the other.

Use this contract: 

  • When you enter into negotiations relating to a commercial matter, but are not yet obliged to accept and perform it.
  • If you may disclose or otherwise provide access to confidential information during negotiations.
  • To protect your business secrets, inventions, or other sensitive and proprietary information.
  • Whether or not you wish to prohibit poaching of staff or competition with the party receiving the information.



This agreement is governed by laws of England and Wales and complies with data protection regulations

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Protect yourself legally as a disclosing party with the following options: 

  • Clear and unequivocal definition of confidential and non-confidential information, to avoid any misunderstanding. 
  • Indication of a ratification period, annexes, and specific declarations to increase clarity. 
  • Imposition of specific restrictions, sanctions, or swift legal action in the event of breach. 
  • Restrictions on non-employment and non-competition, if necessary. 

Non-disclosure agreement

A non-disclosure agreement template allows you to draft a legally binding contract to protect your confidential information, define how it may be used, how it should be protected, and the liability that the receiving party assumes.

A company may fill in a non-disclosure contract template:

  • To protect confidential information that may be disclosed in view of a business deal.
  • To set out the terms of negotiations, exchange, and treatment of sensitive information.
  • Without unconditional promise to eventually sign the proposed deal.

Key aspects of a non-disclosure agreement

  • An NDA template is primarily used for beginning business negotiations but may also apply to an interview in view of employment or subcontracting.
  • Typically, one party discloses information to the other. However, a mutual confidentiality agreement can also be established, allowing both parties to exchange information.
  • The parties often supplement the contract with non-poaching and non-compete covenants to secure the exclusivity of negotiations.
  • The NDA form template does not oblige either party to conclude the discussed business deal, but only to outline the scope of negotiations and confidentiality.

Seven tips on a non-disclosure agreement

With the NDA template UK, businesses may negotiate deals securely and protect confidentiality by benefiting from the following options of the template:

  • Additional restrictive covenants, such as non-compete or non-solicitation of employees or customers.
  • Requirement to respect additional organisational or technical safeguards to avoid data leaks and breaches.
  • Lump-sum penalty for each act of breach, without the requirement to prove the effective damage.
  • Option to request expedited speedy court decisions for cease and desist, aimed at preventing or stopping any breach of contract.

Our NDA contract template enhances clarity and foreseeability of eventualities that may occur between the parties, for example:

  • Ratification period to confirm any confidential or public nature of disclosed information.
  • Specific reserves of information that is proprietary to the receiving party, public or otherwise non-confidential.
  • Specific restrictions on how confidential information may be used, and whether restrictions apply to any data that is derived therefrom.

Create a non-disclosure agreement with AdminTech

With an online document builder from AdminTech and our non-disclosure agreement template UK, company or business can be sure to protect its sensitive information and inventions.

Examples of information covered by confidentiality are:

  • Patents, inventions, know-how, and designs
  • Databases of clients, suppliers, market data
  • Financial information, any document, data on employees, taxes, and legal risks
  • Ideas, plans, recordings, discussions, any agreement.

FAQ on a non-disclosure agreement

What’s an NDA agreement template?

An NDA agreement template from AdminTech empowers the parties to protect their proprietary or sensitive information in the course of negotiating a potential business deal.

On top of protecting confidentiality, our NDA form template provides the means to restrict the solicitation of employees, clients, or suppliers, as well as to limit competition.

When is a non-disclosure agreement necessary?

The law already provides many statutory restrictions on non-disclosure related to intellectual property or personal data, as well as rules for unfair competition.

With a non-disclosure agreement template, you can extend and clarify these obligations:

  • Describe the confidential and non-restricted information, as well as the form of its communication.
  • Lay out the scope of the eventual business transaction to be discussed and the purpose of the use of confidential information.
  • Restrict any unauthorised use on top of disclosure.
  • Set specific penalties, remedies, and deadlines to act.

How long is confidentiality applicable?

There are no statutory restrictions on the duration of a non-disclosure confidentiality agreement. The duration may be set in the NDA agreement template and is generally between 3 to 5 years, with limit cases being up to 10 years, depending on the circumstances and interests of the parties.

What NDA agreement should you choose?

We offer an NDA template specifically for each purpose, for example:

  • Standard NDA – the information is disclosed by one party
  • Mutual NDA – the information is exchanged by both parties
  • Interview NDA – to interview a candidate for employment or outsourcing.

Non-disclosure may also be included in a specific agreement, such as a consulting or employment contract, which forms part of it.

What is the difference between LOI and NDA?

When negotiating with another party, it’s important to establish trust and protect your proprietary information. While both documents can demonstrate the intention of parties to negotiate, they differ in their level of clarity and obligations:

  • LOI does not always imply the sharing of confidential information
  • LOI is unilateral and does not oblige the recipient
  • LOI is generally limited to a very short period of time.

It is best to use a non-disclosure agreement template if any confidential information must be disclosed to the recipient.

What happens if you breach an NDA?

The consequences of breaching confidentiality are outlined in our non- disclosure contract template, for example:

  • Payment of a lump-sum penalty
  • Compensation for any additional damages or lost profits
  • Cease and desist order from the court in an expedited procedure.

Why include a lump-sum penalty in a non-disclosure agreement?

A set penalty is commonly practiced, and you can select the suitable amount in our NDA contract template. This is useful to:

  • Avoid proving the effective damage
  • Reverse the burden of proof onto the breaching party
  • Ensure a minimum compensation with additional damages being reserved
  • As a coercive measure for the other party to respect the NDA.

What are the exceptions to non-disclosure?

Despite the terms of the agreement, there are situations where the receiving party is liberated from its liability of non-disclosure, for example:

  • The information was or became publicly available
  • Disclosure is required by law, judgment, or administrative decision
  • Disclosure is necessary for the performance of the agreement, such as internal communications.

How can a company ensure successful confidentiality protection?

To guarantee a fruitful negotiation experience, AdminTech recommends to:

  • Decide what is the scope of the transaction, and what information may be disclosed.
  • Determine what information is confidential and which is not, on which medium, and in what form.
  • Convene how the information should be treated, stored, protected, and used.
  • Estimate the potential damage from the breach and define a lump-sum penalty.
  • Act immediately to enforce a cease and desist and reduce any damage.
  • Use an NDA template UK for your appropriate jurisdiction.

Keep due records and communication files as proof of compliance with non-disclosure duties.

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