Why do I need a Non-Disclosure Agreement (NDA)?

While the law does offer some level of protection against third parties divulging sensitive information given in confidence, it is generally seen as good practice to formalise the confidentiality of discussions using either a non-disclosure agreement (NDA) or a mutual non-disclosure agreement (also known as a confidentiality agreement). A mutual non-disclosure agreement works in the same way as an NDA, but the confidentiality applies to both parties.

An NDA can deal with the following issues:

• Other parties to whom the information can be passed (and the need for them to sign NDAs)
• For whose benefit and on what terms the information can be used
• Reproduction and storage of the information
• Circumstances of payment for the information
• Protocols should a recipient state that they are already in possession of the information
• Procedures should the information be published at a later date
• Circumstances in which the information must be returned

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The information on this page applies to England and Wales only.