How to write an NDA
A useful NDA should be specific about what is confidential, why information is being shared and what the receiving party may do with it. GOV.UK provides example one-way and mutual NDAs, while Acas stresses that confidentiality wording should be clear and should not be used more widely than necessary.
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Open NDA Builder →Identify the parties
Use the correct legal names of the people or organisations entering the agreement. If a company is involved, check that its company name is recorded accurately.
Define the confidential information
Describe the information that needs protection with enough precision to make the obligation understandable. Avoid relying on sweeping wording that treats everything as secret.
State the permitted purpose
Explain why the information is being disclosed and limit its use to that purpose — for example, evaluating a proposed project, investment or commercial relationship.
Set out who may receive it
Consider whether disclosure is allowed to employees, professional advisers or contractors who genuinely need the information, and what confidentiality obligations should apply to them.
Add sensible exclusions
NDAs commonly distinguish genuinely confidential material from information that is already public, already lawfully known, independently developed or lawfully obtained elsewhere.
Choose duration and governing law carefully
The appropriate confidentiality period depends on the information and circumstances. The governing-law and jurisdiction wording should also fit the parties and transaction.
Do not try to override legal disclosure rights
An NDA cannot validly prevent a worker from making a protected whistleblowing disclosure. Other statutory and common-law limits can also apply, so high-risk agreements should be professionally reviewed.
Official guidance: GOV.UK NDA examples Acas NDA guidance GOV.UK whistleblowing guidance. This is general information, not legal advice. NDA wording and enforceability depend on the facts, the relationship and the law that applies.