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NDA review for UK freelancers and employees

Upload the non-disclosure agreement you have been asked to sign. Ookulli works out what it treats as confidential, how long that lasts, who it binds and what it quietly adds, then explains each point in plain English within minutes.

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Why a short NDA deserves a careful read

Most NDAs run to two or three pages, which is exactly why people sign them unread. Yet the definition of confidential information decides what you can put in your portfolio, the survival clause decides how many years the duty follows you, and one extra paragraph can limit who you work for next.

Ookulli reads the whole agreement for these points and for anything that reaches beyond confidentiality, then shows which terms are normal for a UK NDA and which are worth raising before you sign. If you want to push back, here is how to negotiate an NDA without losing the work.

New to these agreements? Start with what a non-disclosure agreement is and what signing one commits you to.

Checking a different kind of contract? Use the contract checker.

What Ookulli checks in an NDA

What counts as confidential

The definition decides everything else in the agreement. A list of named categories is far easier to live with than "all information disclosed in any form". Ookulli checks that the usual carve-outs are there: information that is already public, that you knew before, that you develop independently, or that reaches you lawfully from someone else.

How to review an NDA, clause by clause

How long the duty lasts

Plenty of NDAs end the agreement after a fixed term but let the confidentiality duty survive for years afterwards, or with no end date at all. The check reads the term and the survival clause together, so you know when you are actually free of it.

How long an NDA lasts in the UK

Mutual or one-way

If you will be sharing your own ideas, rates or client list, a one-way NDA protects only the other side. You see which party the obligations bind, and whether anything you disclose is covered at all.

Mutual vs one-way NDAs

Who you may still tell

A workable NDA lets you speak to your accountant and your solicitor, and to anyone a court or regulator requires you to. Ookulli checks those permitted disclosures are written in, and flags any wording that tries to block a disclosure UK law protects.

Return and destruction

When the work ends you may have to hand back or delete everything you were given, sometimes within days and with a signed certificate. Deadlines you could not realistically meet, such as wiping backups, are flagged, along with whether you may keep a copy for your own records.

Remedies and injunction wording

Look out for a line where you "acknowledge" that damages would not be enough, or accept that the other side is entitled to an injunction. A court still decides whether to grant one, but that wording is there to strengthen their hand. Ookulli also flags uncapped liability and indemnities for breach.

What happens if you breach an NDA

A non-compete in disguise

Some NDAs slip in a clause that stops you working for competitors or approaching the other side's clients. That is a restraint of trade, not confidentiality, and it starts out unenforceable unless the party relying on it can show it is reasonable. Ookulli pulls it out so you can see it for what it is.

Can an NDA stop you working for competitors?

Governing law and courts

An NDA sent by an overseas company may name another country's law and courts. That clause is flagged, because it sets which rules interpret every other term and where a dispute would be heard.

What an NDA cannot stop you saying

Signing an NDA does not sign away every right to speak. Two statutory limits matter most, and Ookulli flags any clause that runs into either of them.

Whistleblowing: Under section 43J of the Employment Rights Act 1996, a term in any agreement between a worker and their employer is void in so far as it tries to stop the worker making a protected disclosure. It applies in England, Wales and Scotland. Whether it reaches a freelancer depends on how the work is really set up, because the Act's wider definition of a worker takes in some self-employed arrangements and not others. Since 6 April 2026, reporting sexual harassment can also count as a protected disclosure.

Victims of crime: In England and Wales, section 17 of the Victims and Prisoners Act 2024 voids a provision in any agreement in so far as it tries to stop a victim, or someone who reasonably believes they are one, telling certain people about the conduct: the police, a qualified lawyer, a doctor or other regulated professional, a victim support service, or a partner, parent or child. It does not protect going public. This one is not limited to employees, so it covers a freelancer's NDA with a client too.

In both cases only the offending part falls away. The rest of the NDA can still be enforced, so its other obligations still need reading.

Coming next: the Employment Rights Act 2025 will also make an NDA term void where it stops a worker speaking about harassment or discrimination at work. It is not in force yet, and the government has not announced a start date.

Pricing

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NDA review FAQ

What people ask before they upload a non-disclosure agreement

The whole agreement, with most attention on the definition of confidential information and its exceptions, the length of the duty and any survival clause, whether it binds one side or both, what you may still disclose, return and destruction, the remedies for breach, governing law, and any non-compete or non-solicit clause added to it. Each point is tied back to the wording it came from, names the UK law where there is one, and tells you when a term is simply unusual rather than unlawful.

Within minutes. Upload the NDA as a PDF or a DOCX and you get a full summary, the highlighted clauses sorted by importance, and a chat for follow-up questions about any of them.

Nothing for the first one, because every new account gets a 120-credit welcome bonus. After that, credits start from £10 for 100 credits, which covers one document analysis, and there is no subscription. The pricing page lists every package.

Ookulli is built for confidential documents. Your NDA is never used to train AI models, and it is not retained beyond what is needed to deliver your review. It is processed in Ookulli's own secure cloud environment rather than sent to a model provider's public API, and handling follows UK data protection law.

Not where whistleblowing law applies. In England, Wales and Scotland, section 43J of the Employment Rights Act 1996 voids a term between a worker and their employer in so far as it tries to stop a protected disclosure. Ookulli flags confidentiality wording that appears to reach that far.

It will find the clause, set out what it restricts, for how long and where, and show the legal test it is measured against. Whether a particular restriction would stand up depends on the other side's genuine business interest and on your own circumstances, and that call is one for a solicitor.

No. Ookulli gives you legal information rather than legal advice, so you understand what the NDA says and what to question. For complex or high-value agreements (£50,000 or more), or an NDA that forms part of a dispute or a settlement, involve a qualified solicitor.

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