Confidential information often needs to change hands before a deal, investment or commercial project can move forward. The risk comes when valuable information is shared without clear restrictions on what the other party can do with it.
A Non-Disclosure Agreement Solicitor can draft or review an NDA before sensitive information is disclosed. We advise businesses, founders and commercial teams on confidentiality agreements covering negotiations, investment discussions, software projects, new products, business sales and commercial partnerships.
If the information would matter to a competitor, customer or investor, protect it before you hand it over.
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A Non-Disclosure Agreement, commonly known as an NDA or confidentiality agreement, sets rules around confidential information.
It can cover:
A good NDA should identify what needs protecting, who can see it and what they are allowed to do with it.
It should also fit the conversation you are actually having.
A generic document with an extremely wide definition of confidential information is not automatically better protection.
This usually comes down to who is sharing confidential information.
A one-way NDA is generally used where only one party will disclose sensitive information. For example, you may be showing a potential manufacturer a confidential product design or giving a supplier access to internal systems.
A mutual NDA is more appropriate where both sides expect to disclose confidential information.
That often happens during:
Mutual does not necessarily mean identical obligations on both sides. The agreement still needs to reflect what each party is actually sharing.
If you are unsure which structure fits, start with the flow of information. Who is showing what to whom?
Put the NDA in place before confidential information is disclosed.
This often matters at the beginning of a commercial relationship, when everyone is keen to move quickly.
A founder may need to discuss forecasts, margins, technology, product plans or growth strategy with potential investors.
You do not need to disclose everything in the first conversation. Once genuinely sensitive information is required, the confidentiality position should be clear.
A supplier may need access to specifications, processes, customer information or commercial terms.
The NDA should make clear what they can use that information for. It should not leave them free to use it elsewhere simply on the basis that you voluntarily shared it.
Technology projects can involve source code, system architecture, development plans, data and commercially valuable know-how.
An NDA deals with confidentiality. The wider agreement should also cover ownership, licensing, deliverables and payment.
Our business contract solicitors can advise where confidentiality forms part of a larger commercial agreement.
Buyers often need access to detailed financial, operational and customer information before deciding whether to proceed.
That information should not circulate without controls around who can see it, why it can be used and what happens if the deal goes nowhere.
The document should answer practical questions.
What information is protected?
What can the recipient use it for?
Who else can see it?
Can it be shared with employees, accountants, lawyers or contractors?
How long must it remain confidential?
What happens to copies when the discussions end?
Which information is not covered?
What happens if confidential information is disclosed improperly?
These points should be easy to understand.
If you need three attempts to work out what a clause means, it is already making the relationship harder than it needs to be.
Not every NDA put in front of you is reasonable.
Some agreements go much further than protecting confidential information.
Look closely at:
The agreement should be clear enough for you to understand what you are expected to protect.
Wording that tries to treat almost every conversation or piece of information as confidential can create unnecessary risk.
Watch for clauses that restrict who you can work with, which markets you can operate in or whether you can approach certain customers or employees.
Those are different commercial restrictions. They should not be slipped into an NDA without proper consideration.
Some information genuinely needs long-term protection. Other information quickly becomes outdated or publicly available.
The length of the obligation should make sense for the material involved.
An agreement may make you responsible for disclosures made by employees, advisers, contractors or others who receive the information through you.
You need to understand exactly who you are taking responsibility for.
A requirement to destroy every copy immediately may sound straightforward. In practice, information can sit within backups, email archives or systems that cannot simply be wiped on demand.
The wording should reflect how businesses actually store information.
If someone has sent you an NDA, we can review the terms and tell you where the real risks sit.
Reach out to us from our contact form and we will get back to you shortly.
Thanks for your enquiry!
We're looking into it and if a response is required we'll get back to you shortly.
We've also sent you a confirmation email. Please also check your spam folder.
Something went wrong submitting your enquiry,
it’s probably just a temporary problem so you should try again in a few minutes.
If you find that the form just won’t work you could email us directly at .
Sorry for any inconvenience this has caused you.
With a reputation as one of the UK’s leading intellectual property lawyers (World Trademark Review 1000), Ben has extensive experience in IP strategy, management, and enforcement. His career spans work with listed companies, Premier League clubs, international cinema chains, and innovative tech firms.
Known for his ability to break down complex legal matters, Ben advises clients on their IP and commercial strategies, providing a clear understanding of risks, outcomes, and opportunities. He has also led high-stakes negotiations and lectured internationally on IP and technology law, underscoring his commitment to knowledge-sharing in the industry.
Tom’s legal practice focuses on commercial and intellectual property matters, making him a trusted advisor for creative businesses across the UK. He has a particular focus on IP enforcement and litigation in the Intellectual Property Enterprise Court, the UK IPO, and the High Court. He is listed as a Recommended Individual by the World Trademark Review 1000 and is described as “excelling in managing contentious proceedings across various forums, achieving top results at the UKIPO, IPEC and High Court”. Tom represents clients from sectors as varied as AI companies, luxury goods houses, international cosmetics brands, and multi-national restaurant chains.
Before co-founding Asenda Law, Tom worked in private practice at one of London’s top IP boutiques and served as in-house IP Counsel for the EMEA region at a US-listed company.
Mark’s practice covers a broad spectrum of IP and IT law, advising clients ranging from start-ups to listed companies in industries like finance, fashion, and SaaS. He has represented clients in design, trademark, and domain disputes before the UK and EU Intellectual Property Offices, as well as in the High Court and other dispute resolution forums.
Mark’s extensive experience in both contentious and non-contentious matters means he’s well-equipped to guide clients in protecting and commercialising their IP assets with confidence.
Lindsey manages an extensive trademark portfolio for clients across the UK, Europe, and globally, ensuring compliance and protection across jurisdictions.
A former forensic accountant, Lindsey brings analytical precision to her role, overseeing IP applications, renewals, and office actions. Her knowledge of both IP and finance makes her indispensable in managing our clients’ ongoing trademark needs and addressing complex administrative matters with clarity.
With a robust background in commercial law, Helen transitioned to IP in 2015, quickly becoming an invaluable part of Asenda Law’s team.
She manages client care, accounts, finance, and HR, overseeing the daily operations that ensure our firm runs smoothly. Helen’s meticulous approach and years of experience make her a trusted point of contact for both clients and colleagues.
