Reviewing an NDA a customer sent you

A customer's NDA arrives as a condition of the next step: no brief until it is signed, no site visit, no onboarding. It is the customer's form, drafted to protect the customer's information, and it may bind the supplier to obligations that go beyond confidentiality: an indemnity, an audit right, a restriction on working for the customer's competitors, or an obligation to segregate information that the supplier's systems cannot meet. I review the NDA from the supplier's side and return it marked up with a written explanation of what it commits the supplier to and the changes a customer will accept, for a fixed fee of £495 in three working days.

Who this is for

Suppliers, contractors, consultants, agencies and technology businesses in England and Wales that have been sent a non-disclosure or confidentiality agreement by a customer, a prime contractor or a procurement team before they may receive information, tender or start work. The supplier and the customer are businesses.

What to look for in an NDA a customer sent you

The one-way form and what it leaves unprotected

A customer's NDA protects the customer's information and says nothing about the supplier's: its pricing, its methods, its proposal and its staff. The review asks for the NDA to be made mutual, or for a short reciprocal clause protecting the supplier's information, so that the supplier's proposal and pricing are protected in the customer's hands. Copyright in the supplier's proposal remains the supplier's under section 11 of the Copyright, Designs and Patents Act 1988, and the NDA should say that no licence is granted to use it beyond the evaluation.

The definition and the width of the obligation

Customers' definitions cover all information disclosed by the customer or its group, however obtained, whether or not marked, and everything derived from it, and the obligation extends to the supplier's affiliates and everyone it works with. The review checks whether the supplier can identify what is protected, narrows the definition to information disclosed in connection with the project, adds the standard exceptions with a records requirement, and confines the supplier's responsibility to the people to whom it discloses.

The obligations the supplier cannot meet

Customer forms require the supplier to store the customer's information separately, to restrict access to named individuals, to return or destroy every copy including backups on request, to notify the customer of any suspected breach within hours, and to submit to audits of its premises and systems. The review checks each against the supplier's operations and asks for obligations the supplier can perform: security measures it operates, deletion at the end of the project with backups cycling in the ordinary course, notification within a workable period, and audit on notice limited to the customer's information.

Restrictions beyond confidentiality

Some customer NDAs add a non-compete, a prohibition on soliciting the customer's staff, an obligation not to use the customer's name, a most favoured customer commitment, or an assignment of anything the supplier creates during the discussions. The review identifies each provision that goes beyond confidentiality and treats it on its own terms: a non-compete as a restraint of trade needing a legitimate interest and, between businesses, engaging section 2 of the Competition Act 1998; an assignment as one that needs the formalities of section 90 of the Copyright, Designs and Patents Act 1988; a most favoured customer commitment as a commercial term with a price.

Liability, indemnities and the remedies clause

Customer NDAs make the supplier indemnify the customer for all losses arising from a breach, uncapped, and acknowledge that the customer is entitled to an injunction. The review asks for the indemnity to be replaced by ordinary liability for breach, for a cap where the customer will accept one, and for the remedies clause to acknowledge only that damages may be an inadequate remedy, which leaves the question of an injunction to the court. It also checks that the NDA does not survive the main contract in a way that conflicts with the contract's own confidentiality clause, and that disclosures required by law and protected disclosures under Part IVA of the Employment Rights Act 1996 are carved out.

Term, survival, governing law and the contract that follows

The obligations should last for a stated period after the last disclosure, 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 state which document prevails once the main contract is signed. The review checks the governing law and jurisdiction, since a customer in a group may impose a foreign law, and, where the customer will process the supplier's staff data, the position under the UK GDPR and the Data Protection Act 2018. It also confirms that signing the NDA commits the supplier to nothing beyond confidentiality: no obligation to tender, to contract or to hold prices.

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 says everyone signs its NDA unchanged. Is it worth marking up?

Large customers accept changes to indemnities, audit rights and obligations a supplier cannot perform, because they want the project to proceed. The review confines the mark-up to the points that matter and gives you the explanation to send with it.

The NDA has an uncapped indemnity for any breach. Should we sign?

Only if you accept unlimited exposure for a confidentiality breach, which your insurance may not cover. The review asks for ordinary liability for breach instead, with a cap where the customer will agree one, and limits the losses recoverable to those the breach caused.

Can the customer stop us working for its competitors through an NDA?

Only if the NDA contains a non-compete and you agree to it; a confidentiality obligation does not prevent competing work. The review identifies any non-compete, treats it as the restraint of trade it is, and asks for it to be removed or confined to a legitimate interest.

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 confidentiality clause

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.