NDA for a joint venture discussion

Businesses discussing a joint venture describe what each would bring: technology, customers, capacity, capital, market access, and in doing so disclose the parts of their business the venture would use. The discussions also generate ideas that belong to neither party unless the agreement says otherwise. Where the parties compete, the discussions have limits of their own on what may be exchanged. A non-disclosure agreement for the discussion stage protects each party's contribution, allocates the new ideas, and keeps the exchange within the law. I review the NDA one party has proposed, or draft one for the party instructing me, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales exploring a joint venture, a shared facility, a co-development or a joint bid with another business, before heads of terms or a joint venture agreement exist. Both parties are businesses; where they compete, competition law governs what they may share.

What matters in an NDA for a joint venture discussion

The contributions each party describes

The NDA should define each party's confidential information by reference to what it will contribute to the venture: technology and know-how, customer and supplier relationships, financial capacity, market data and plans, and should confine use to evaluating and structuring the venture. The review drafts the definition so that each party's contribution is protected in the same detail, since a mutual form with a generic definition protects the party disclosing more less well.

Background intellectual property and the ideas generated in the talks

Each party's existing intellectual property remains its own under the general law, but the ideas, models and plans generated in the discussions have no owner unless the NDA allocates them. The review provides that each party's background rights stay with it, that no licence is granted, and that concepts developed jointly in the discussions are confidential to both and may not be used by either without the other's consent unless the venture proceeds, since a jointly authored work cannot be exploited by one co-owner alone under section 10 of the Copyright, Designs and Patents Act 1988 and a joint venture agreement, not the NDA, will allocate ownership in the venture.

Exclusivity of the talks and non-circumvention

Parties invest in joint venture discussions and want to know the other side is not running the same conversation elsewhere. The NDA can include a period of exclusive negotiation, which is enforceable as a lock-out for a fixed period, and a non-circumvention clause preventing either party pursuing the opportunity with a third party using what it learned. The review drafts both with a defined period and scope, and notes that an agreement to negotiate in good faith is not enforceable under English law, so the exclusivity has to be drafted as a prohibition.

Competitors as venture partners and the information that must not be exchanged

Where the parties compete, exchanging current or future pricing, customer-specific terms, costs, capacity plans or strategy can itself be an agreement or concerted practice restricting competition within section 2 of the Competition Act 1998, whatever the NDA says about confidentiality. The review confines the information exchanged to what the venture's evaluation requires, provides for a clean team of advisers to receive commercially sensitive data where it must be disclosed, and records that the parties remain independent competitors during the discussions.

The partnership risk and the statements of intent

Two businesses that begin acting together during the discussions, sharing costs or approaching customers jointly, risk becoming partners under section 1 of the Partnership Act 1890 with joint liability, and the NDA should state that no partnership, agency or joint venture is created by the discussions and that neither party may bind the other. It should also record that neither party is obliged to proceed and that either may end the discussions, so that the NDA is not read as a contract to form the venture.

If the venture does not proceed, duration and remedies

The NDA should require return or destruction of the information if the discussions end, with the jointly developed material dealt with expressly, and should continue 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. It should carry a non-solicitation clause for staff and customers disclosed in the talks, acknowledge that damages may be an inadequate remedy, and handle any personal data exchanged under the UK GDPR and the Data Protection Act 2018. The review also checks the governing law and jurisdiction where the other party is abroad.

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

We developed a new concept together during the talks. Who owns it?

Nobody clearly, unless the NDA says so, and a jointly created work cannot be used by one party without the other. The review drafts the NDA so that jointly developed concepts are confidential to both and cannot be used by either unless the venture proceeds, with the joint venture agreement allocating ownership.

The other party is our competitor. What can we not share?

Current and future pricing, customer-specific terms, costs and strategy, whatever the NDA says, because exchanging them can breach the Competition Act 1998. The review confines the exchange to what the evaluation needs and provides for a clean team of advisers where sensitive data must be seen.

Can we stop the other side talking to someone else about the same venture?

For a defined period, through an exclusive negotiation clause drafted as a lock-out, which is enforceable; an agreement to negotiate in good faith is not. The review drafts the lock-out and a non-circumvention clause with a scope and period the other party will accept.

Related guidance and services

• Contract review, £495, the service this page describes
• Shareholders agreement, £995
• Reviewing a joint venture agreement
• Mutual NDA before a partnership discussion

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.