Non-disclosure agreements

Last updated: 20 April 2017

As you develop your idea, it's likely you'll need to share it with:

  • accountants and banks
  • financial or business advisors
  • insurance brokers
  • potential funders
  • manufacturers and stockists
  • a marketing agency

If you're sharing your idea, it's important you also protect it. A non-disclosure agreement (or 'NDA') is the best way of doing this at an early stage.

A non-disclosure agreement is a legal contract. It sets out how you share information or ideas in confidence.

You shouldn't assume conversations with advisors are automatically confidential.

Non-disclosure agreements are a good way of protecting your idea initially, before you consider getting a patent.

You can find more information on creating a non-disclosure agreement on GOV.UK.

Before using a non-disclosure agreement

The first step you can take to protect your idea is to be careful who you talk to about it. You should make a decision about who you talk to and what you're willing to tell them.

You shouldn't talk about your idea to anyone you think could be a potential competitor or who is likely to tell your idea to others.

Using a non-disclosure agreement

You shouldn't speak about your ideas or information until the person you're speaking with has signed and returned the non-disclosure agreement.

You should also make sure the right person signs it. This will normally be someone senior, with the authority to sign it.

For more information on the best way of using non-disclosure agreements on GOV.UK

What non-disclosure agreements protect

Non-disclosure agreements can protect different kinds of information. They will say what they protect and for how long.

Some information could be kept confidential forever, such as:

  • non-patentable know-how
  • lists of customers
  • personal information about the individuals involved in a project

The person you talk to might need to share some information with others to help you, so it's important your non-disclosure agreement is realistic.

You can find more information on the kind of information non-disclosure agreements can protect on GOV.UK.

Types of non-disclosure agreements

Non-disclosure agreements can be 'one way' or 'mutual'.

You can use a one-way non-disclosure agreement if you're the only one disclosing information.

If the person you're speaking with is also disclosing their own information, you can use a mutual non-disclosure agreement.

You can find more information on the types of non-disclosure agreements on GOV.UK.

Scotland, England and Wales all have different legal systems, so your non-disclosure agreement needs to state which law your agreement is made under. It should also say which court can make a ruling on it.

You can find more information on GOV.UK