Non-disclosure agreements (NDAs) are used to protect confidential information. This guide explains what NDAs cover, when they are enforceable, and when signing one could harm you.
Non-disclosure agreements — NDAs — appear everywhere in the UK: in employment contracts, business negotiations, investment discussions, and sometimes as a condition of receiving a settlement payment. Understanding what you are signing is essential.
A non-disclosure agreement (also called a confidentiality agreement) is a legally binding contract in which one or more parties agree to keep certain information confidential and not disclose it to third parties.
NDAs can be:
An NDA can cover a wide range of confidential information, including:
An NDA must be specific enough about what is confidential — a blanket clause covering "all information" may be too vague to be enforceable.
This is crucial. UK law limits what an NDA can prevent you from saying:
An NDA cannot prevent you from reporting a crime to the police or a relevant authority. A clause attempting to do so is unenforceable and may itself be unlawful.
An NDA cannot prevent a protected disclosure under the Public Interest Disclosure Act 1998. Any clause attempting to silence a whistleblower about matters of public interest (fraud, health and safety failures, etc.) is void and unenforceable. See our Whistleblowing guide.
Since 2019, NDAs (including in settlement agreements) cannot prevent someone from disclosing sexual harassment or discrimination to:
The Worker Protection (Amendment of Equality Act 2010) Act 2023 has further strengthened this — blanket confidentiality clauses in settlement agreements that purport to cover harassment are closely scrutinised.
An NDA cannot prevent disclosure to a regulatory body (e.g. HMRC, FCA, CQC, HSE) where the disclosure is required or permitted by law.
NDAs appear in employment in several ways:
A confidentiality clause in your employment contract requires you to keep employer information confidential during and (usually) after employment. These are standard and generally lawful, provided they are reasonable in scope.
When an employment dispute is settled, the settlement agreement almost always includes a mutual confidentiality clause — neither side discusses the circumstances of the departure or the terms of the settlement. These are generally enforceable for commercial information but cannot prevent reporting of criminal conduct, discrimination, or whistleblowing matters.
Media reports have used the term "gagging order" for NDAs that silence victims of harassment or discrimination. Since 2019, ACAS, employment solicitors, and courts have been required to advise that these clauses cannot prevent disclosure to certain parties (police, legal advisers, family, therapists). Any NDA clause broader than this is likely unenforceable in practice.
For an NDA to be enforceable, it must:
If an NDA is drafted too broadly or used to suppress legitimate concerns, a court may refuse to enforce it or sever the offending clause.
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