What should an NDA include?
There is no single NDA wording that fits every situation. The agreement should match the information being shared, the reason for sharing it and whether one or both parties will disclose confidential material.
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Open NDA Builder →The parties
Name the disclosing and receiving parties clearly. In a mutual NDA, each party can be both a discloser and a recipient.
A clear definition of confidential information
Specify the categories of information protected by the agreement. This might include commercial plans, technical information, pricing, customer information or other genuinely sensitive material.
The purpose of disclosure
State the project, discussion or transaction for which the information may be used. A clear purpose helps define what use is permitted.
Confidentiality and use obligations
Explain how the recipient must protect the information and restrict its use. Consider access on a need-to-know basis and obligations applying to authorised representatives.
Exceptions and permitted disclosures
Deal with information that is public or lawfully obtained elsewhere, and disclosures that the law permits or requires. Do not word an NDA as though lawful protected disclosures can be prohibited.
Duration, return or destruction
State how long relevant obligations last and, where appropriate, what happens to confidential documents or copies when discussions end.
Governing law and signatures
Identify the law intended to govern the agreement and include appropriate execution details. Cross-border arrangements may need specialist advice.
Official guidance: GOV.UK NDA examples Acas NDA guidance. This is general information, not legal advice. NDA wording and enforceability depend on the facts, the relationship and the law that applies.