Non-reserved business legal services
How to read an NDA someone has handed you in ten minutes, what to fix before you sign, and the three things a confidentiality agreement can never do.
A prospective partner has sent over a three-page NDA and said nothing can be shared until it comes back signed. Before you sign it, check which way it points: if you are the one about to hand over pricing, client lists or designs, a one-way NDA drafted for them protects them and does nothing whatever for you. Then check four more things — how confidential information is defined, the permitted purpose, how long the obligation lasts, and the standard exclusions — and you have read the document properly in about ten minutes.
What an NDA does is narrow and useful: it turns a vague expectation into a contractual duty, defining what is confidential, obliging the recipient to keep it that way and limiting what they may use it for. What it cannot do is transfer ownership of anything, stop someone independently developing something similar, or lawfully silence a report of wrongdoing. This guide covers both sides of the document — signing one you have been handed, and getting one that protects you. It is general legal information, not advice on a specific agreement.
Confidential information gets some protection under the general law without any agreement at all, but that protection is patchy and difficult to rely on, because you end up arguing about what was implied. An NDA replaces the argument with a document: this is the information, this is what you may use it for, this is how long the duty lasts, and this is what happens if you break it.
Three things it does not do, all of which people assume it does. It does not give you ownership of anything — that needs an assignment of intellectual property. It does not stop the other side developing something similar without using your material, because independent development is generally permitted. And it cannot lawfully prevent a protected disclosure about wrongdoing. If any of those three is your actual worry, the NDA is not the document that solves it.
A one-way NDA protects information flowing in one direction, which suits a business briefing a freelancer or a supplier who is sharing nothing sensitive back. A mutual NDA protects information moving both ways, which is what two businesses exploring a partnership, an acquisition or a joint bid actually need.
Signing the wrong one is the single most common NDA mistake, and it is entirely avoidable: the obligations and the remedies run in whichever direction the document says, regardless of who ends up doing the disclosing. Asking for a mutual version is normal and rarely contentious. If they refuse, that tells you something too.
A made-up scenario written to show how the direction matters, not an account of a real matter. A small consultancy is about to reveal its pricing model and client list to a prospective partner, and signs the partner's standard NDA without reading it. The document is one-way, drafted to protect the partner. When the talks collapse and elements of the consultancy's approach later turn up in the partner's own offering, the agreement gives the consultancy almost nothing to point at. Checking which way the protection ran would have taken five minutes.
Anything wider than the deal needs, raise before signing. Almost all of these points are conceded without argument when they are raised early, and none of them are when they are raised afterwards.
A made-up scenario, not a real client. A founder pitching to a manufacturer uses an NDA defining confidential information as, in effect, everything discussed. A dispute later arises over whether a general industry idea was misused, and the sweeping definition makes it harder, not easier, to show what was genuinely secret and actually protected. A tighter definition naming the specific designs and figures shared would have given a far cleaner position.
An NDA cannot lawfully prevent a protected disclosure about wrongdoing, and a clause attempting it is void to that extent. The same goes for reporting a crime, cooperating with the police or giving information to a regulator. NDAs exist to protect genuine commercial confidences — pricing, methods, customer lists, product plans — not to buy silence about misconduct.
If you are the one having the document drafted, put the carve-out in explicitly rather than leaving it implied. It costs nothing, and it removes an argument that would otherwise hang over the whole agreement. If you are being asked to sign something that reads like it is designed to keep you quiet about conduct rather than commercials, that is a warning about the counterparty, not a drafting quibble.
NDAs are enforceable. Enforcing one is another matter, and it is worth knowing that before you rely on the document instead of your judgement. You have to prove that specific information was confidential, that it came from you, that the other side used or disclosed it, and then quantify a loss — and loss from a breach of confidence is notoriously hard to put a number on. That is why the real remedy is often an injunction to stop further disclosure, which means moving quickly. Injunctions and proceedings are reserved, contentious work, handled by RHF Solicitors (authorised and regulated by the SRA, no. 324115).
Which puts the practical protection upstream, in habits rather than paperwork: share only what the conversation actually requires, share it in stages as the discussion gets serious, mark it clearly as confidential, and keep a dated record of what you disclosed and when. That record is the thing you will wish you had, and it takes a minute a time to build.
Confidentiality and ownership are different questions and the NDA only answers the first. If a designer, developer or agency is creating something for you, the default is that they own the copyright in it until it is assigned to you in writing and signed — and no NDA changes that. Ownership belongs in the main contract, along with who owns improvements and adaptations of what you shared. Our guide to IP basics covers what is automatic, what has to be registered, and where businesses lose rights they thought they had bought.
A separate NDA earns its place at the early stage, before there is a main contract, when you are still working out whether to work together at all. Once a full agreement is on the table, confidentiality usually sits better as a clause inside it than as a second document running alongside — two documents means two definitions of confidential information, and eventually somebody has to work out which one wins. Employment and consultancy contracts should carry their own confidentiality terms for the same reason.
NDAs get signed routinely as a substitute for thinking about the actual risk. Work out what would genuinely go wrong, then pick the document that addresses it. If the worry is that a prospective partner will hire your staff, you need a non-solicitation clause. If it is that they will keep the designs, you need an assignment of IP. If it is that they will build a competing product from scratch, an NDA does very little. And if the honest answer is that you should not be sharing this yet at all, no document fixes that. Sign the NDA by all means — then ask the question it does not answer.
If an NDA is sitting in your inbox, do not sign it to keep things moving. Run the five checks above; if any of them come back wrong, say so in a single reply before signing rather than after. If you would rather have it read properly, send the document through the enquiry form and say whether you are the one sharing or the one receiving, because that determines which half of it matters. The initial legal review is a free call.
Reading and marking up an NDA is non-reserved work and falls within a contract review, from £249 +VAT, which covers one document of ordinary length with a marked-up copy, a plain-English summary and a follow-up to talk it through — against the £200–£350 +VAT an hour commonly quoted for this kind of work. Having an NDA drafted for you to issue is quoted as a fixed fee, agreed in writing before anything starts. If you hand out NDAs regularly, Legal Foundations is £49 +VAT a month and includes the template library and questions answered. Enforcement through the courts is reserved work and goes to RHF Solicitors.
This is general legal information, not advice on your situation. For advice tailored to your business, book a legal review. Buzz Legal provides non-reserved business legal support; reserved legal activities are carried out by RHF Solicitors, authorised and regulated by the SRA (no. 324115).
A one-way NDA protects information disclosed by one side only, and suits a situation where just one party is sharing — a business briefing a prospective supplier, for example. A mutual NDA protects information moving in both directions, which is what you want when two businesses are exploring a partnership, an acquisition or a joint bid. Signing a one-way NDA when you will in fact be sharing your own confidential material is a common and entirely avoidable mistake, because the obligations, and the remedies, then run only one way. Check which side of the agreement you are on before you sign; asking for a mutual version is normal and rarely contentious.
No. An NDA cannot lawfully prevent a protected disclosure about wrongdoing, and a clause attempting it is void to that extent. The same applies to reporting a crime, cooperating with the police, or providing information to a regulator. NDAs exist to protect genuine commercial confidences — pricing, methods, customer lists, product plans — not to buy silence about misconduct. If you are drafting one, put the carve-out in explicitly and state that nothing in the agreement prevents a protected disclosure or a report to a regulator or law enforcement. It costs you nothing, and it removes an argument that would otherwise cast doubt over the whole document.
For as long as the information stays genuinely sensitive, and no longer. Confidentiality does not have to be perpetual, and an unrealistically long term invites an argument that the restriction is unreasonable. Three to five years is common for commercial information that dates; a genuine trade secret can justify an indefinite obligation for as long as it remains secret. Two details matter more than the headline duration: when the obligation starts running, and whether it survives the end of the discussions it was signed for. An NDA that expires the moment negotiations end protects you only during the part where nothing sensitive has been shared yet.
No, and conflating the two is expensive. An NDA obliges the other side to keep information secret and to use it only for the agreed purpose. It does not transfer ownership of anything, and it does not stop them independently developing something similar without using your material. To own what someone creates for you, you need an assignment of intellectual property in writing and signed by the person assigning it, and that belongs in the main contract rather than the NDA. If you are sharing designs, code or content that someone might build on, deal with ownership of improvements explicitly rather than assuming the NDA covers it.
Five things. Which side you are on, and whether it should be mutual. How confidential information is defined — a definition catching everything ever disclosed, including things already public, is unworkable. The permitted purpose, which should match the actual discussion and not extend beyond it. The duration, and whether it survives the talks. And the exclusions, which should cover information already public, already known to you, independently developed, or required to be disclosed by law or a regulator. If the agreement is wider than the conversation needs, say so before signing rather than afterwards. Most of these points are conceded without argument when raised early.
Yes, but enforcing one is considerably harder than signing it. The practical difficulty is proving that specific information was confidential, that it came from you, that the other side used or disclosed it, and then quantifying the loss. Damages for breach of confidence can be difficult to establish, which is why the real remedy is often an injunction — and injunctions require you to move fast. That is reserved, contentious work for RHF Solicitors (SRA no. 324115). The practical protection sits upstream: share only what the conversation requires, share it in stages, mark it clearly as confidential, and keep a record of what you disclosed and when.
When what you actually need is an ownership clause, a non-solicitation clause, or simply not to share the information yet. NDAs get signed routinely as a substitute for thinking about the real risk. If the concern is that a prospective partner will hire your staff, you need a non-poaching clause. If it is that they will keep the designs, you need an IP assignment. If it is that they will build a competing product, an NDA does very little, because independent development is generally permitted. Sign the NDA by all means, then ask what would actually go wrong and whether the document addresses that.
Leave your email and we will come back to you with what a review would involve and what it would cost — agreed in writing before anything starts. Buzz Legal Ltd is not a firm of solicitors; reserved work goes to RHF Solicitors, SRA no. 324115.
Clear scope · fixed fees available. Buzz Legal Ltd is not a firm of solicitors and is not regulated by the SRA.