NDA for employees and interns

An employee owes the employer a duty of confidentiality during employment without any document, and after employment a narrower duty that protects trade secrets and not much else. A confidentiality agreement, or the confidentiality clause of an employment contract, defines what the employer regards as confidential, extends the protection after employment for a period, and deals with interns and placements who are not employees at all. The law limits what such an agreement can prevent an employee from disclosing. I review the agreement an employer or a worker has been given, or draft one for the employer, for a fixed fee of £495 in three working days.

Who this is for

Employers in England and Wales that want a confidentiality agreement for staff, interns, apprentices, work experience students and volunteers, or a confidentiality clause for their employment contracts, and employees and interns asked to sign one. The employer contracts as a business; the individual is an employee, a worker or, for some placements, neither.

What matters in an NDA for employees and interns

The implied duty, and what a written agreement adds

During employment an employee's implied duty of fidelity prevents them disclosing or misusing the employer's confidential information; after employment the implied duty protects only trade secrets and information of equivalent confidentiality, not the general skill and knowledge the employee has acquired. A written agreement adds a definition of what is confidential, an express duty after employment, and obligations to return information and devices, and the review drafts each so that it is enforceable rather than ambitious, since a court will not treat everything the employer labels confidential as protected after employment.

The definition, and the line between confidential information and skill

The agreement should define confidential information by category, customer and supplier information, pricing, financial information, product and technical information, business plans and personnel information, and should say that general skill, knowledge and experience are not confidential. The review draws the line so that a departing employee knows what they may not use, and checks that the categories are ones the employer in fact protects, since information the employer does not treat as confidential will not be protected as such.

The disclosures the law protects, and the harassment rules

A confidentiality agreement cannot prevent a worker making a protected disclosure under Part IVA of the Employment Rights Act 1996, and a term that purports to do so is void under that Part. It cannot prevent a victim disclosing criminal conduct to the police, regulators, lawyers and support services under section 17 of the Victims and Prisoners Act 2024, and section 24 of the Employment Rights Act 2025 provides for contractual confidentiality duties relating to harassment and discrimination to be void, and is being phased in. The review carves each of those out expressly and checks the agreement against the Solicitors Regulation Authority's warning notice on the use of non-disclosure agreements, which applies to the solicitors drafting them.

Intellectual property, inventions and the employee's own work

Copyright in a work created by an employee in the course of employment belongs to the employer under section 11 of the Copyright, Designs and Patents Act 1988, and an invention made in the course of an employee's normal duties belongs to the employer under section 39 of the Patents Act 1977, but neither rule covers an intern or a placement student who is not an employee, whose work belongs to them unless assigned. The review adds an assignment of intellectual property in the work produced, in writing under section 90, and a waiver of moral rights, and, for patentable inventions, notes that the patent itself is a matter for a patent attorney regulated by IPReg.

Interns, placements and the people who are not employees

An intern may be an employee, a worker entitled to the minimum wage under the National Minimum Wage Act 1998, or, for a genuine work experience placement or a student placement, neither. The confidentiality agreement should be drafted for each: an employee's agreement sits with the employment contract, while an intern's or a volunteer's agreement stands alone, with an assignment of intellectual property and without provisions that would point towards worker status where the arrangement is meant to be a placement. The review drafts the version that matches the arrangement.

Duration, return of property, data and remedies

The express duty after employment should last for a stated period for commercial information and for as long as the information remains secret for trade secrets, the standard in the Trade Secrets (Enforcement, etc.) Regulations 2018, and the agreement should require the return of documents, devices and copies and the deletion of information from personal accounts and devices on leaving. Where the employee has had access to personal data, the agreement should record the employer's obligations under the UK GDPR and the Data Protection Act 2018 and the employee's obligation not to take customer or staff data with them. The agreement should acknowledge that damages may be an inadequate remedy, so that an injunction can be sought against a departing employee.

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

Our employees have confidentiality clauses in their contracts. Do we need a separate NDA?

Not if the clause does the work: a definition, a duty after employment, return of property and the statutory carve-outs. The review checks the existing clause and drafts a replacement or a stand-alone agreement where it falls short, and a separate agreement for interns and placements who have no employment contract.

Can the agreement stop a former employee using what they learned with us?

It can protect trade secrets and information defined as confidential; it cannot stop a former employee using their general skill, knowledge and experience, and a court will not enforce a clause that tries. The review drafts the definition so that the protection holds where it matters.

Can we require staff to keep a harassment complaint confidential?

The law is moving against that: the whistleblowing provisions already protect certain disclosures, victims can disclose criminal conduct, and the Employment Rights Act 2025 provides for confidentiality duties relating to harassment and discrimination to be void. The review carves the protected disclosures out and drafts the agreement to comply.

Related guidance and services

• Contract review, £495, the service this page describes
• Employment contracts and handbooks, £595
• Reviewing a confidentiality clause
• One-way NDA for a freelancer or contractor

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.