What an NDA cannot do

A non-disclosure agreement is a contract between two parties about information one gives the other. It binds the recipient not to disclose or misuse the information and gives the discloser a claim and the basis for an injunction if it does. It does not bind anyone else, it does not prevent disclosures the law protects, it does not stop a competitor developing the same thing independently, and it does not transfer ownership of anything. Knowing where the limits are decides what other protection is needed. I review an NDA or draft one, with a written explanation of what it does and what it does not do, for a fixed fee of £495 in three working days.

Who this is for

Businesses and individuals in England and Wales relying on a non-disclosure agreement to protect an idea, a product, a customer list, financial information or a plan, and wanting to know what the document can and cannot achieve before they rely on it. The parties contract as businesses; an individual inventor may contract personally.

What matters in understanding an NDA's limits

It binds only the parties to it

An NDA binds the recipient and, if drafted to do so, the recipient's staff, advisers and affiliates through the recipient's responsibility for them; it does not bind a third party that obtains the information from the recipient in breach. Against that third party the discloser's remedy is the general law of confidence and, for a trade secret, the Trade Secrets (Enforcement, etc.) Regulations 2018, which give a remedy against a person who acquired the information knowing or having reason to know that it came from a breach. The review drafts the NDA to make the recipient responsible for onward disclosure and to record the reasonable steps that keep the information within the Regulations.

It cannot prevent the disclosures the law protects

An NDA cannot prevent a disclosure required by law, a court or a regulator, a protected disclosure by a worker under Part IVA of the Employment Rights Act 1996, or a victim's disclosure of 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. Where the recipient is a public authority, the Freedom of Information Act 2000 may require disclosure subject to its exemptions. A clause that purports to prevent those disclosures is unenforceable to that extent, and the review carves them out so that the rest of the NDA stands.

It does not stop independent development or public information

An NDA protects the information disclosed; it gives no rights over the idea itself once someone else has it from another source. A competitor that develops the same product independently, or from public information, is not in breach, and information that becomes public through no fault of the recipient falls outside the obligation. Protection against independent development comes from registered rights, and where the idea may be patentable, disclosure and timing are matters for a patent attorney regulated by IPReg; the review points to that where it applies and keeps the NDA to the contractual position.

It does not transfer ownership or grant a licence

Signing an NDA does not give the discloser ownership of anything the recipient creates, and does not give the recipient a licence to use what it received. Copyright in material the recipient creates from the information belongs to the recipient under section 11 of the Copyright, Designs and Patents Act 1988 unless assigned in writing under section 90, so a discloser that wants to own improvements, analyses or code produced by the recipient needs an assignment in the NDA or in the agreement that follows. The review adds the provision the parties need, or flags it for the main agreement.

Its value depends on where the recipient is

An NDA governed by English law with jurisdiction in England and Wales gives the discloser a forum it can use, but a judgment may not be enforceable where a foreign recipient's assets are, and a court in the recipient's country may not enforce a foreign-law NDA at all. Arbitration under the Arbitration Act 1996 produces an award enforceable under the New York Convention in most trading countries. The review considers the recipient's location and drafts the dispute resolution clause accordingly, and advises on staging the disclosure where enforcement would be uncertain.

The protections that sit alongside it

An NDA works alongside registered rights (a trade mark under the Trade Marks Act 1994, a registered design under the Registered Designs Act 1949), the confidentiality and intellectual property clauses of the contract that follows, assignments from staff and contractors, information security in practice, and staging what is disclosed so that the most valuable information is shared only once the recipient has committed. A restriction on the recipient competing or soliciting is a separate obligation subject to the restraint of trade doctrine and, between businesses, section 2 of the Competition Act 1998. The review sets out, for the disclosure in hand, which of those the NDA needs beside it.

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

If someone breaches our NDA and passes the information on, can we stop the third party using it?

Only through the general law of confidence or the trade secrets rules, which give a remedy against a third party that knew or should have known the information came from a breach. The NDA itself binds only the recipient. The review drafts the NDA to record the steps that bring the information within the trade secrets rules.

Does an NDA protect our idea if a competitor comes up with the same thing?

Not if the competitor developed it independently or from public information; an NDA protects the information you disclosed, not the idea against the world. Protection against independent development comes from registered rights, and where the idea may be patentable the review points you to a patent attorney.

Can we make staff keep a harassment complaint confidential?

The law is moving against that: protected disclosures already fall outside any NDA, victims may disclose criminal conduct, and the Employment Rights Act 2025 provides for confidentiality duties relating to harassment and discrimination to be void. The review carves those disclosures out so that the NDA is enforceable for what it can cover.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a confidentiality clause
• NDA before sharing an idea with a manufacturer

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.