Non-Disclosure Agreement Outline for UK B2B Engagements

Mutual versus one-way NDAs

A one-way (unilateral) NDA protects information flowing from one party (the discloser) to another (the recipient). Use this when only one party is sharing sensitive information — for example, when you are sharing proprietary pricing models or technical specifications with a potential supplier.

A mutual (bilateral) NDA protects confidential information flowing in both directions and is appropriate for joint venture discussions, partnership negotiations, or due diligence processes where both parties share sensitive material. Most parties prefer mutual NDAs because they avoid an asymmetry that can signal distrust.

Defining confidential information

The definition of confidential information is the most important clause in any NDA. Too narrow and it fails to protect what you intended; too broad and it becomes unworkable. A practical definition covers information disclosed in writing (marked confidential), verbally (summarised in writing within a defined period), and information that a reasonable person in the recipient's position would understand to be confidential by its nature.

Standard exclusions from the definition include: information already in the public domain at the time of disclosure (through no fault of the recipient); information the recipient can demonstrate it already knew before disclosure; and information independently developed by the recipient without reference to the disclosed material.

Key clauses to include

• Permitted purpose: Confidential information may only be used for the defined purpose — for example, evaluating a potential acquisition. This limits what the recipient can do with the information, not just who they can share it with.
• Need-to-know access: Restrict disclosure to employees, contractors, or advisers who genuinely need access for the permitted purpose, and require them to be bound by equivalent obligations.
• No reverse engineering or copying: Where relevant, prohibit copying, analysis, or reproduction of disclosed materials.
• Return or destruction on request: Require the recipient to return or certify destruction of all confidential materials on termination or on request.
• Remedies: State that breach may cause irreparable harm entitling the discloser to seek injunctive relief without proof of financial loss.
• Duration: Specify how long confidentiality obligations survive — both during the agreement and after termination. Trade secrets may warrant perpetual protection; commercial information commonly carries a 2–5 year post-termination tail.