NDA with a recruitment agency

An employer briefing a recruitment agency discloses a vacancy that may not yet be public, the reasons for it, the salary, the structure of the team and, for a senior search, the plans the role will deliver. The agency uses that information to approach candidates, including candidates at the employer's competitors, and works for other employers in the same market. A non-disclosure agreement protects the search and the information around it, and deals with the candidate data that flows the other way. I review the NDA the agency or the employer has produced, 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 running a confidential or sensitive search through a recruitment agency, an executive search firm or an employment business, and agencies asked to sign an employer's NDA before a briefing. The employer and the agency are businesses; the agency's conduct is regulated under the Conduct Regulations and the data it handles under data protection law.

What matters in an NDA with a recruitment agency

The search itself is confidential

Where the vacancy replaces an incumbent who has not been told, or creates a role the market does not know about, the existence of the search is the most sensitive information. The NDA should define the confidential information to include the fact that the employer is recruiting, the role, its reporting line and the reasons for the vacancy, and should require the agency to approach candidates without naming the employer until a stage the employer approves.

Salary, structure and the information in the brief

The brief contains the salary and package, the team structure, the performance of the function and, for a senior role, strategy and plans. The NDA should protect each, should confine the agency's use to the search, and should say what the agency may disclose to candidates and at what stage, since a candidate told the salary and the reason for the vacancy before an interview has received the employer's confidential information from a third party.

Candidate data and who is responsible for it

Candidate details flow from the agency to the employer, and each is a controller of the data it holds under the UK GDPR and the Data Protection Act 2018. The NDA should record that the employer will use candidate data only for the recruitment, retain it only for as long as the recruitment and any claim period require, and not contact candidates outside the process, and that the agency has given candidates the privacy information required for the disclosure. The agency's own obligations to candidates under the Conduct of Employment Agencies and Employment Businesses Regulations 2003 continue alongside.

The agency's other clients and the employer's own staff

The agency recruits for competitors and may be approached by the employer's own staff, and the NDA should require the agency not to use what it learns in the brief to place candidates with competitors, not to solicit the employer's staff during the search and for a period afterwards other than as the employer instructs, and to tell the employer if it is acting for a competitor for a similar role. The review drafts that as an information and conduct obligation rather than an exclusivity term.

What the agency's terms of business already cover

An agency's terms of business contain a confidentiality clause of their own, drafted for the agency, and the review checks whether the NDA and the terms conflict: on what is confidential, on the agency's right to use the employer's name in its marketing, and on the fee provisions, including the transfer fee limits in regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 where temporary workers are supplied. The NDA should state which document prevails on confidentiality and should not vary the fee terms by accident.

The end of the search, duration and remedies

When the search ends, the agency should return or delete the brief and the employer's information, and the employer should delete the data of unsuccessful candidates within its stated retention period. The confidentiality of the search should last until the employer makes the appointment public, and the confidentiality of the salary, structure and plans for a stated period afterwards, with trade secrets protected for as long as they remain secret under the standard in the Trade Secrets (Enforcement, etc.) Regulations 2018. The NDA should carve out disclosures required by law and protected disclosures under Part IVA of the Employment Rights Act 1996.

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 are replacing a director who does not know yet. Can an NDA keep that confidential?

It can bind the agency to keep the search and the reasons confidential and to approach candidates without naming you until you approve. It cannot stop a candidate guessing, which is why the review also advises on what the agency may say to candidates at each stage.

The agency's terms already have a confidentiality clause. Do we need an NDA?

The agency's clause is drafted for the agency and may not cover the search, the reasons for it or the candidates' data as you need. The review checks the clause and drafts an NDA that adds what is missing and says which document prevails.

Can we keep the CVs the agency sent us for future vacancies?

Only for the period your retention policy sets and for the purpose the candidates were told about; using them for a later vacancy without telling the candidates is a data protection issue, and contacting them directly may breach the agency's terms. The review sets out the retention and use you can lawfully agree.

Related guidance and services

• Contract review, £495, the service this page describes
• Employment contracts and handbooks, £595
• Data protection agreements and privacy terms, £795
• Reviewing recruitment agency terms of business before you hire
• NDA for employees and interns

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.