NDA before a pitch to a large customer

A pitch or tender to a large customer discloses the supplier's proposal, its pricing, its methods and its people to a customer that may share them with an incumbent supplier or use them to write the next tender. The customer's own NDA, where it offers one, protects the customer's information and asks the supplier to accept the customer's process; it may say little about the supplier's proposal. I review the customer's NDA or draft one for the supplier to propose, so that the proposal is protected during the evaluation and afterwards, for a fixed fee of £495 in three working days.

Who this is for

Suppliers, agencies, consultancies and contractors in England and Wales invited to pitch, present or tender to a corporate, a retailer, a public body or a prime contractor, before any contract exists. The supplier and the customer are businesses; public sector tenders carry transparency obligations the NDA has to accommodate.

What matters in an NDA before a pitch to a large customer

The customer's NDA and what it does for the supplier

A large customer's NDA is drafted to protect the customer's information disclosed in the brief and the tender documents, to bind the supplier to the customer's procurement rules, and to allow the customer to share submissions within its organisation and with its advisers. The review reads it for what it gives the supplier: whether the supplier's proposal is confidential information at all, whether the customer may share it with other bidders or an incumbent, and whether the customer may use the supplier's ideas without appointing it.

The proposal, the pricing and the methods

The NDA should define the supplier's confidential information to include the proposal, the pricing and its build-up, the methodology, the team and their CVs, case studies and client references, and any demonstration or prototype, and should confine the customer's use to evaluating the pitch. Copyright in the proposal and its materials remains the supplier's under section 11 of the Copyright, Designs and Patents Act 1988, and the NDA should say that submitting the proposal grants no licence to use its content beyond the evaluation.

The evaluation process, incumbents and other bidders

The NDA should say who within the customer will see the proposal, that it will not be shared with the incumbent supplier or with other bidders, and that the customer's evaluators are bound by the customer's obligations. Where the customer uses an external consultant to run the process, the consultant should be a permitted recipient bound in writing. The review adds those provisions, since a proposal passed to an incumbent to match is the risk the supplier is protecting against.

Public bodies, transparency and freedom of information

Where the customer is a public body, the proposal and the pricing may be disclosable under the Freedom of Information Act 2000 and the Procurement Act 2023 transparency provisions, and the customer's NDA will say so. The review asks for the supplier's commercially sensitive information to be identified in the submission so that the exemptions can be applied, for the customer to consult the supplier before disclosing it, and for pricing and methodology to be marked as confidential in the submission itself.

The customer's data and the supplier's obligations

The customer's brief may contain its data, volumes, systems and personal data of its staff or customers, and the supplier's obligations for it are the mirror of the customer's for the proposal: use for the pitch only, disclosure to the supplier's team and sub-contractors on equivalent terms, and return or deletion if the pitch fails. Where the brief contains personal data, the supplier processes it under the UK GDPR and the Data Protection Act 2018, and the NDA should say on what basis. The review checks that the supplier's obligations are ones it can meet and that the customer's exclusions do not remove the supplier's own.

If the pitch fails, duration and remedies

The NDA should require the customer to return or delete the supplier's proposal if the supplier is not appointed, to confirm that it has not been shared beyond the evaluation, and not to use the supplier's ideas, methods or pricing in its own operations or in briefing another supplier. The obligations should last for a stated period, with trade secrets protected for as long as they remain secret under the standard in the Trade Secrets (Enforcement, etc.) Regulations 2018, and the NDA should acknowledge that damages may be an inadequate remedy. The review confines the customer's own restrictions on the supplier, such as a ban on publicising the pitch, to what the supplier can accept.

What it costs

NDA review or drafting, £495. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The customer's NDA only protects its information. Can we ask for ours to be protected too?

You can, and large customers accept a mutual clause or a short reciprocal NDA covering the proposal and the pricing, which the review drafts. Where the customer refuses, the review advises on marking the submission as confidential and on what to hold back until appointment.

Can the customer show our proposal to its current supplier?

Only if the NDA fails to prohibit it. The review adds an express prohibition on sharing the proposal with the incumbent or other bidders and confines disclosure to the customer's evaluators and advisers, bound in writing.

The customer is a council. Will our pricing be published?

It may be disclosable under the Freedom of Information Act 2000 and the procurement transparency rules, subject to the exemptions for commercially sensitive information. The review asks for a consultation obligation before disclosure and for your pricing and methodology to be identified as confidential in the submission.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• NDA for a supplier tender
• Reviewing a customer's supplier questionnaire and contract together

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.