NDA for a supplier tender

A business running a tender sends its requirements, volumes, current arrangements and sometimes its data to several suppliers at once, and receives their proposals and prices in return. A non-disclosure agreement issued with the tender documents binds each bidder to keep the buyer's information confidential and to use it only for the bid, and it also sets the buyer's own obligations for the submissions it receives, which each bidder will want kept from the others. I review the NDA a buyer or a bidder has been sent, or draft one for the buyer to issue with the tender, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales issuing a request for proposals or a tender to suppliers for goods, services, technology or works, and suppliers asked to sign a buyer's NDA before receiving the documents. Both parties are businesses; a public body running a procurement has transparency obligations the NDA must accommodate.

What matters in an NDA for a supplier tender

The tender documents and the information in them

The tender pack discloses the buyer's requirements, volumes, sites, current suppliers and prices, systems and, in some cases, personal data of its staff or customers. The NDA should define all of that as the buyer's confidential information, confine the bidder's use to preparing its bid, permit disclosure to the bidder's staff, sub-contractors and advisers who need to know and are bound in writing, and require return or deletion if the bidder is unsuccessful or withdraws.

Bidders' submissions and keeping them apart

Each bidder discloses its pricing, methodology and team, and needs to know that the buyer will not share its submission with the other bidders or use one bidder's approach to improve another's. The NDA should bind the buyer to treat each submission as the bidder's confidential information, to disclose it only to its evaluators and advisers, and not to use it except to evaluate the bid and, if the bidder is appointed, to contract with it. The review drafts those obligations so that bidders can rely on them, which improves the bids the buyer receives.

The evaluation, clarifications and the incumbent

The NDA should say who evaluates the bids, that evaluators are bound by the buyer's obligations, that clarification questions and answers are shared with all bidders where fairness requires and otherwise kept to the bidder who asked, and that the incumbent supplier, if it is bidding, receives no information about other bids. Where the buyer uses a consultant to run the tender, the consultant should be a permitted recipient bound in writing. Copyright in each submission remains the bidder's under section 11 of the Copyright, Designs and Patents Act 1988, and the NDA should grant the buyer no licence beyond the evaluation.

Public bodies and the transparency the NDA cannot override

Where the buyer is a contracting authority, the tender is governed by the Procurement Act 2023, which requires the publication of notices and, for many contracts, of the contract itself, and the buyer is subject to the Freedom of Information Act 2000. The NDA cannot override those obligations, and the review drafts it to accommodate them: bidders identify commercially sensitive information in their submissions, the buyer consults before disclosing it, and the exemptions for commercial interests are applied.

The buyer's data and the bidder's obligations

Where the tender pack contains personal data, the buyer must be able to justify disclosing it under the UK GDPR and the Data Protection Act 2018, and the bidder becomes a controller of what it receives for the purpose of the bid. The review advises on anonymising staff and customer data in the pack, and drafts the NDA to confine the bidder's processing to the bid and to require deletion afterwards. Where bidders are given access to the buyer's systems for a site visit or a technical evaluation, the NDA should define the access authorised, since access beyond it is an offence under section 1 of the Computer Misuse Act 1990.

Use afterwards, duration and the successful bidder

Unsuccessful bidders should return or delete the buyer's information and may not use it to approach the buyer's customers or staff or to inform their own business, and the successful bidder's obligations carry into the contract, which should contain its own confidentiality clause. 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 also checks that the NDA does not commit the buyer to award a contract or to follow a particular process, which are matters for the tender rules.

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

Do we need an NDA if the tender documents say they are confidential?

A statement in the documents binds the bidder only if it agreed to it, and a signed NDA returned before the documents are released removes the argument. The review drafts a short NDA for issue with the invitation to tender, with the buyer's own obligations for the submissions included.

A bidder wants assurance that its pricing will not be shown to the other bidders. Can we give it?

You can and should: the NDA binds you to treat each submission as the bidder's confidential information, disclose it only to evaluators and advisers, and use it only to evaluate the bid. Bidders that trust the process bid better, and the review drafts the obligation so that it is one you can keep.

We are a public body. Can an NDA keep the winning bid confidential?

Not against the publication and freedom of information obligations you are under, which the NDA cannot override. The review drafts the NDA to accommodate them: bidders identify commercially sensitive information, you consult before disclosing it, and the exemptions for commercial interests are applied.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• NDA before a pitch to a large customer
• Reviewing a teaming agreement for a joint bid

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.