NDA Review Checklist for UK Businesses

A non-disclosure agreement, also called a confidentiality agreement, is a legal contract setting out how information or ideas will be shared in confidence. The UK Intellectual Property Office provides guidance and example one-way and mutual agreements. Source: Intellectual Property Office

The quick NDA review checklist

Before signing, identify:

• who is giving and receiving information;
• what information is covered;
• what the recipient may use it for;
• who else may receive it;
• how long the obligations last; and
• which law and courts the agreement selects.

These questions reflect the IPO's guidance that an NDA should define its coverage, permitted purpose, onward disclosure, duration and, where parties are in different countries, governing law and enforcement arrangements. Source: Intellectual Property Office

Full NDA review checklist

Identify the correct parties

Check the legal names, company details and signature blocks. Confirm that the person signing has authority. The IPO specifically recommends making sure the right person signs and gives examples including a director, officer or other sufficiently senior authorised person. Source: Intellectual Property Office

Decide whether the NDA should be one-way or mutual

If only one party will disclose protected information, a one-way structure may fit. If both sides will disclose, consider a mutual structure. The IPO publishes examples of both and explains the distinction. Source: Intellectual Property Office

Read the definition of confidential information

Check whether the definition covers written, oral, visual and electronic information, and whether information must be marked confidential. The IPO notes that an NDA may cover recorded and marked material as well as information shared in meetings or presentations. Source: Intellectual Property Office

Check the permitted purpose

Write down what the recipient is allowed to do with the information. The IPO recommends defining the permitted purpose as precisely as possible because it controls authorised use. Source: Intellectual Property Office

Check the exclusions

Review how the agreement treats information that is already public, already known to the recipient, independently developed or lawfully received from elsewhere. This is a review heuristic. Whether an exclusion is appropriate depends on the transaction and drafting.

Check who may receive the information

Identify permitted employees, group companies, professional advisers, contractors or funders. Check whether the recipient is responsible for those onward disclosures. The IPO recognises that recipients may need to share information with employees or professional advisers and recommends ensuring those disclosures remain confidential. Source: Intellectual Property Office

Separate the disclosure period from the confidentiality period

Check when information may be disclosed and how long the duty continues. The IPO advises parties to think about duration and notes that different information may justify different periods of protection. Source: Intellectual Property Office

Look for restrictions beyond confidentiality

Search for non-solicitation, non-competition, exclusivity, intellectual-property transfer, residual-knowledge or standstill provisions. This is a practical review heuristic. If the document controls conduct beyond using and protecting confidential information, assess those terms separately rather than assuming they are standard NDA wording.

Review compelled-disclosure wording

Check what happens if law, regulation or a court requires disclosure, including any notice and cooperation mechanism. Public-authority disclosures can raise additional issues. The IPO notes that public authorities may have statutory disclosure obligations and recommends addressing them when relevant. Source: Intellectual Property Office

Check return, deletion and retained copies

Identify what must be returned or deleted, when that obligation arises and whether legal, regulatory, backup or record-keeping copies may be retained. This is a review heuristic and should be tested against the parties' real systems and obligations.

Review remedies and liability

Read any indemnity, liability, injunctive-relief or costs wording. Do not assume that a remedies clause merely repeats the general law. Obtain advice where the financial or operational consequence is material.

Confirm governing law and jurisdiction

Where parties are in different countries, the IPO says the agreement should address governing law and the courts in which it may be enforced. It also notes that England and Wales, Scotland and other jurisdictions have different legal systems. Source: Intellectual Property Office

When to obtain legal advice

Consider advice from a suitably qualified solicitor when:

• the parties or disclosures cross jurisdictions;
• the agreement restricts competition, recruitment or future activity;
• valuable intellectual property or trade secrets are involved;
• the document includes an indemnity or unusual liability provision;
• information has already been disclosed;
• a breach may already have occurred; or
• the commercial consequence of getting the scope wrong is material.

The IPO states that an IP attorney or solicitor can advise on confidentiality and prepare an NDA appropriate to the circumstances. Source: Intellectual Property Office

How AI fits into NDA review

AI may assist with locating wording or comparing a document with a checklist, but the output still needs to be checked against the agreement and instructions. Client or sensitive information should not be entered into an AI service without an approved information route and appropriate safeguards. Source: SRA warning notice

For the broader workflow, see AI contract review: what it does, where it fails and how UK firms should use it.

If your firm wants to examine one repeated contract-review workflow and decide whether to change, buy, prove or stop, read about the Workflow Value Workshop.