What should an NDA include?
An NDA should make clear who is involved, what information is protected, why it is being disclosed and what the receiving party may or may not do with it. The exact drafting depends on the deal and whether the NDA is one-way or mutual.
Identify the parties and purpose
State who is disclosing and receiving information and why the information is being shared. A clear purpose helps frame the permitted use of confidential material.
Define confidential information
Explain what categories of information are covered and consider sensible exclusions, such as information already lawfully public or independently known.
Set the confidentiality obligations
The agreement should address how information can be used, who may receive it and what happens to documents or data when discussions end.
Duration and governing law
Consider how long confidentiality should last and which law applies. Cross-border arrangements deserve particular care because enforcement and jurisdiction can become important.
Choose one-way or mutual deliberately
Use a one-way NDA where only one side discloses confidential information and a mutual NDA where both sides do.
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Open NDA Builder →Official source: GOV.UK Intellectual Property Office NDA guidance. Check current official guidance for your circumstances.