NDAs are one of the most common contracts you’ll encounter — in job applications, business discussions, and client work. Here’s what you’re actually agreeing to.
What an NDA does
An NDA creates a legal obligation to keep certain information confidential. Breach it — accidentally or otherwise — and you can be liable for the other party’s losses, legal costs, and injunctive relief.
One-way vs mutual NDAs
A one-way NDA only restricts you. A mutual NDA protects both sides. If you’re sharing your own confidential ideas, push for mutual protection.
The definition of Confidential Information
This is where NDAs vary most. A broad definition covering “any information disclosed in any medium” could include things you learn in casual conversation or overhear in a meeting.
Duration
Most NDAs last 2-5 years. Some run indefinitely, which is more usual for trade secrets. Ask for a fixed end date, or for the obligation to end once the information is no longer confidential.
Standard exceptions to insist on
A fair NDA always excludes information that is already publicly known; you already knew before the disclosure; becomes public through no fault of yours; or you’re legally required to disclose.
What an NDA can’t stop you doing
In England and Wales, for NDAs signed on or after 1 October 2025, a clause can’t be enforced to stop a victim, or someone who reasonably believes they are one, from telling the police, a lawyer, a regulated professional or a victim support service about relevant criminal conduct.
The Employment Rights Act 2025 also plans to make clauses void if they stop workers speaking about harassment or discrimination, but that part isn’t in force yet.
Liability cap
As an individual signing with a company or client, try to negotiate a cap on liability for breach.
Got an NDA to review?
Paste it into Plainzy and get a plain-English breakdown of what you’re agreeing to.
Analyse My NDA →