What is a non-disclosure agreement in the UK?

A non-disclosure agreement (NDA) is a contract in which one or both parties agree to keep specified information private and to use it only for an agreed purpose. Signing one is legally binding, but UK law puts a floor underneath it: no NDA can stop you whistleblowing, reporting a crime to the police, or getting support as the victim of one, whatever the wording says.

The document usually arrives with two lines of email and an expectation that you will sign it today. It runs to three pages, it is written in the third person, and somewhere on page one it starts calling you "the Recipient". This guide covers what that document is, what you take on by signing it, and the limits UK law puts on it regardless of what it says.

Key Takeaways

An NDA is an ordinary contract. Acas describes NDAs as legally binding and enforceable, and a breach is a breach of contract, with damages or an injunction as the usual remedies.

Signing commits you to three separate things: not disclosing the information, not using it for anything other than the agreed purpose, and usually returning or destroying it at the end.

Section 43J of the Employment Rights Act 1996 makes any provision void in so far as it purports to stop a worker making a protected disclosure. From 6 April 2026, a disclosure that sexual harassment has occurred is a protected one.

Section 17 of the Victims and Prisoners Act 2024, in force in England and Wales since 1 October 2025, voids any provision that tries to stop a victim telling the police, a lawyer, a regulated professional, a support service, or their own child, parent or partner.

A wider ban on NDAs covering harassment and discrimination is already on the statute book as section 202A of the Employment Rights Act 1996, but it has not been brought into force. Do not assume it protects you yet.

What a non-disclosure agreement is

An NDA is a contract about information. One side is about to hand over something it does not want repeated, and the other side promises to keep it to themselves. You will also see it called a confidentiality agreement, an NDA, or an MNDA when the obligations run in both directions.

Acas describes a non-disclosure agreement as legally binding and enforceable, meaning both parties have to keep to what they agreed, and that a party who breaks the terms can be taken to court for breach of contract.

Four parts do nearly all the work:

The parties. Who is bound, and in which direction. Read this before anything else, because it determines whether the rest of the document applies to one of you or both.
The definition of confidential information. What is actually covered. This single clause decides how much of the agreement lands on you, and it deserves more attention than the rest of the document put together. Our guide on what to check in an NDA before signing covers what a tight definition looks like against a loose one.
The obligation. What you must and must not do with the information once you have it.
The duration. How long that obligation runs, and how long it survives after the agreement itself ends.

The heading on the front page tells you very little. The same three-page shape gets used for a pitch, a job offer, a supplier relationship, a settlement and an acquisition, and none of those situations has much in common with the others.

What signing an NDA actually commits you to

Three obligations, and most people only notice the first one.

You must not disclose the information. This is the part everyone reads. It restricts who you can repeat things to, and a well-drafted agreement will name the exceptions: your professional advisers, employees who genuinely need to know, and disclosures you are required by law or a court to make.

You must not use the information. A use restriction is a separate promise from a disclosure restriction, and it is the one that catches people out. It means you may only apply what you learned for the purpose the agreement names. Carrying an approach, a data set or a pricing structure into your next project can breach a use clause even if you never repeat a word of it to anyone.

You must usually give it back. Most NDAs include a return-or-destroy obligation that bites on request or when the engagement ends. That covers files, notes, copies and anything derived from the material, which in practice means your working folder as well as the original brief.

💡 Pro Tip: If the return-or-destroy clause is absolute, ask for permission to retain one archival copy in your own records, and a carve-out for material held in automatic backups you cannot selectively delete. Both are standard requests and neither costs the other side anything.

What an NDA cannot do to you, whatever it says

Four statutory limits apply regardless of what the document says. A fifth is on the statute book and has not yet arrived, and the difference matters.

It cannot stop you whistleblowing

Section 43J of the Employment Rights Act 1996 says that any provision in an agreement "is void in so far as it purports to preclude the worker from making a protected disclosure". It applies to any agreement between a worker and their employer, whether or not that agreement is the employment contract, and it expressly covers agreements not to bring or continue proceedings.

Read the words "in so far as". The whole NDA does not collapse. Only the part that tries to gag a protected disclosure falls away, and everything else in the document stays enforceable.

From 6 April 2026, section 23 of the Employment Rights Act 2025 added a disclosure "that sexual harassment has occurred, is occurring or is likely to occur" to the list of disclosures that qualify for protection. Combined with section 43J, that means an NDA cannot lawfully preclude a worker from making that disclosure.

One caveat that matters if you are self-employed. Section 43J is written around a worker and an employer. Whether it reaches a freelancer engaged by a client is a question of fact about the working arrangement rather than about what the contract calls you, and section 43K widens the definition for these purposes without covering every self-employed set-up. Do not assume it applies to you, and do not assume it does not.

It cannot stop you reporting a crime or getting support as a victim

Section 17 of the Victims and Prisoners Act 2024 has been fully in force in England and Wales since 1 October 2025. A provision in an agreement is void in so far as it tries to prevent a victim, or someone who reasonably believes they are a victim, from disclosing information to:

anyone with law enforcement functions, so that they can exercise them
a qualified lawyer, to get legal advice
anyone entitled to practise a regulated profession, to get professional support
anyone providing a victim support service
a regulator of a regulated profession, to co-operate with them
a child, parent or partner of the person disclosing, to get support

This one is drafted more broadly than section 43J. It says "a provision in an agreement" with no worker or employer limitation attached, so it reaches a freelancer's NDA with a client on exactly the same terms as an employee's contract.

There is a real limit inside it. Section 17(3) says the provision is not void so far as it prevents a disclosure "made for the primary purpose of releasing the information into the public domain". Telling the police is protected. Telling the press is a different question with a different answer.

It cannot stop you asking whether your pay is discriminatory

Section 77 of the Equality Act 2010 makes a pay-secrecy term unenforceable, but it is narrower than the version people repeat. The term is unenforceable in so far as you make or seek a "relevant pay disclosure", which section 77(3) defines as one made to work out whether pay is connected to having, or not having, a protected characteristic. A general conversation about who earns what is not automatically covered by it.

It cannot cover up harassment or discrimination, but not yet

This is the one to get right, because the change has been widely reported as though it were already law.

Section 24 of the Employment Rights Act 2025 inserts section 202A into the Employment Rights Act 1996. Once in force, it will make void any provision between an employer and a worker that purports to stop the worker alleging or disclosing harassment or discrimination, or disclosing how the employer responded to such an allegation.

It has not been commenced as a prohibition. So far it has been switched on only for the purpose of making the regulations that will sit underneath it, which is why you will see commencement dates attached to it that do not give you the protection itself. Until the substantive commencement date arrives, the protection you actually have against an NDA of this kind is section 43J and the sexual harassment route above, not section 202A.

And note what these four are not. They are statute, so they apply whether or not the document mentions them. The exclusions you normally see written into an NDA itself, for information already in the public domain, information you already knew, information you developed independently, and disclosures required by law, are contractual. They protect you only because somebody put them in, which is exactly why their absence is worth spotting before you sign.

NDA, confidentiality clause, settlement agreement: one obligation, three wrappers

The same duty turns up in several containers, and the container changes almost nothing about how it works. Acas lists NDAs sitting inside an employment contract, inside a COT3 conciliation agreement, inside a settlement agreement, or standing alone as a separate document.

If yours is a clause buried in a longer contract rather than a document of its own, the analysis is the same and our guide to confidentiality clauses in UK contracts walks through it in that form.

What an NDA is not

It is not a non-compete. A confidentiality obligation restricts what you repeat, not who you may work for. NDAs frequently carry a separate restriction that does try to limit your next engagement, which is a different clause facing a different legal test. See whether an NDA can stop you working for competitors.
It is not automatically balanced. Most NDAs handed to a freelancer bind only one side. Whether that is appropriate depends on whether information is genuinely flowing in one direction. See mutual and one-way NDAs compared.
It is not permanent by default, and not time-limited by default either. The term clause and the survival clause set the length between them, and an NDA with neither is not a short NDA. See how long an NDA lasts in the UK.
It is not unenforceable because you skimmed it. Signing is what counts. If you think you have already crossed a line, what actually happens after an NDA breach sets out the realistic range of outcomes.

What to do with the one in front of you

Find the definition of confidential information and read it twice. Everything else in the agreement is scoped by it.
Check the direction. If you will be sharing your own rates, methods or pre-existing material, ask for mutual terms. It is a one-line change and clients agree to it routinely.
Find the duration and the survival clause. They are usually in different places and they are not the same thing.
Look for restrictions that are not about confidentiality at all. Non-compete, non-solicitation and intellectual property assignment wording all appear inside documents titled "Non-Disclosure Agreement".
Ask for what you need in writing. How to negotiate an NDA without losing the work has the wording to use, and if you are the one sending the agreement, what a freelancer NDA should include covers it from the other side.

If you would rather have the document checked than work through it yourself, Ookulli is built for exactly this. Upload it for an NDA review against UK law and every flag shows you the clause it came from and the law it was assessed against, so you can see the reasoning rather than take a verdict on trust. Your document is processed inside Ookulli's own AWS environment, it is never sent to OpenAI, Anthropic or any other model provider's external API, and it is never used to train a model. Start free, then £10 per document, with a 30-day money-back guarantee.

Frequently asked questions

What does NDA stand for?

NDA stands for non-disclosure agreement. It is a contract in which one or both parties promise to keep specified information confidential and to use it only for an agreed purpose. In the UK you will see the same document called a confidentiality agreement, and an MNDA where the obligations apply to both sides.

What is the difference between an NDA and a confidentiality agreement?

There is no legal difference. They are two names for the same thing, and UK contracts use them interchangeably. The distinction worth drawing is between a standalone agreement and a confidentiality clause sitting inside a larger contract, and even there the obligation works the same way. What changes is where you have to look for it.

Can I tell my partner I signed an NDA?

Usually yes, because most NDAs restrict the confidential information itself rather than the existence of the agreement. Some go further and make the fact of the agreement confidential too, so check the wording before assuming. Where you are a victim of a crime, section 17(2)(g) of the Victims and Prisoners Act 2024 makes any provision void in so far as it tries to stop you disclosing to a child, parent or partner for the purpose of getting support.

Does an NDA stop me talking to a solicitor?

No. Most NDAs carve out disclosures to your professional advisers, and where they do not, the statutory position still helps: section 17(2)(b) of the Victims and Prisoners Act 2024 voids any provision purporting to stop a victim disclosing to a qualified lawyer to get legal advice about the conduct in question. If you have been asked to sign something that appears to prevent you taking advice on it, treat that as the reason to take advice.

Can an NDA stop me reporting sexual harassment?

Not where whistleblowing law applies. Since 6 April 2026, a disclosure that sexual harassment has occurred, is occurring or is likely to occur qualifies for protection under the Employment Rights Act 1996, and section 43J voids any provision in an agreement between a worker and their employer in so far as it purports to preclude a protected disclosure. Reporting a crime to the police is separately protected. The broader ban on NDAs covering harassment and discrimination generally, section 202A of the same Act, is law but has not yet been brought into force.

Do these rules apply in Scotland and Northern Ireland?

Not uniformly, and the extent of each provision is worth checking. Section 43J of the Employment Rights Act 1996 and section 77 of the Equality Act 2010 both extend to England, Wales and Scotland. Section 17 of the Victims and Prisoners Act 2024 extends to England and Wales only. Northern Ireland has its own employment legislation and is outside the scope of this article.

This article is for informational purposes only and does not constitute legal advice. If you have specific concerns about an NDA you have received, consider consulting a qualified solicitor.