Does an English NDA need to be a deed?

Not usually. As long as there is consideration (which a mutual NDA inherently has, in the form of reciprocal disclosure), a simple contract is sufficient.

How long should confidentiality last under English law?

Three years is common for commercial discussions, with a longer tail for trade secrets. There is no statutory fixed period.

Can we choose Scottish or Northern Irish law instead?

Yes. English and Welsh law is most common, but parties connected to Scotland or Northern Ireland sometimes prefer those systems. Choose the one that matches your dispute forum.

United Kingdom (England & Wales)

Mutual NDA

A mutual NDA template under the laws of England and Wales with full example text.

In the United Kingdom, a mutual NDA is typically governed by the laws of England and Wales (or Scotland or Northern Ireland, less commonly). English contract law has a strong tradition of holding sophisticated parties to clearly-drafted terms, and the courts are experienced with confidentiality disputes in both commercial and employment contexts.

English law does not require any special form for an NDA, but practitioners usually execute them as simple contracts (not deeds) unless there is no consideration. The agreement should specify that it is governed by the laws of England and Wales and that the courts of England and Wales have exclusive jurisdiction over disputes.

Required clauses for United Kingdom

Definition of Confidential Information: Covers information marked or reasonably understood to be confidential.
Permitted Disclosures: To employees, advisers, and as required by law.
Exclusions: Public knowledge, pre-known, independently developed, lawfully received.
Return or Destruction: On written request, subject to backup and legal retention.
Term: Three years is a common English market default.
Governing Law — England and Wales: Substantive law of England and Wales.
Exclusive Jurisdiction of the Courts of England and Wales: Removes ambiguity about where disputes are heard.

Example contract

A hand-written illustrative example. Not a substitute for legal advice on your specific situation.

MUTUAL NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on [Effective Date] BETWEEN: (1) [Party A], a company incorporated in England and Wales with company number [number] and registered office at [address] ("Party A"); and (2) [Party B], a company incorporated in [jurisdiction] with company number [number] and registered office at [address] ("Party B"). Each a "Party" and together the "Parties".

BACKGROUND. The Parties wish to explore a potential commercial relationship (the "Purpose") and, in connection with that, expect to exchange confidential information.

1. DEFINITIONS. "Confidential Information" means all information (however recorded, preserved, or disclosed) disclosed by one Party (the "Discloser") to the other (the "Recipient") that is marked as confidential or would reasonably be regarded as confidential, including business plans, technical information, financial data, customer information, and trade secrets.

2. OBLIGATIONS. The Recipient undertakes that it shall: (a) keep the Confidential Information secret; (b) use it solely for the Purpose; (c) not disclose it to any third party except as permitted under clause 3; and (d) apply the same degree of care that it applies to its own confidential information, being no less than a reasonable degree of care.

3. PERMITTED DISCLOSURES. The Recipient may disclose Confidential Information to its employees, officers, and professional advisers who need to know it for the Purpose and who are bound by duties of confidence, and as required by law, regulation, or any governmental or regulatory authority.

4. EXCLUSIONS. The obligations in clause 2 do not apply to information that: (a) is or becomes public knowledge other than by breach of this Agreement; (b) was in the Recipient's possession without obligation of confidence before receipt; (c) is independently developed without reference to the Confidential Information; or (d) is lawfully received from a third party free of any obligation of confidence.

5. RETURN. On written request, the Recipient shall promptly return or destroy all Confidential Information, subject to retention copies required by law or routine backup systems.

6. NO LICENCE. Nothing in this Agreement grants any licence or rights in the Confidential Information other than as expressly set out.

7. TERM. This Agreement shall remain in force for three (3) years from the Effective Date. The obligations of confidentiality shall survive for a further two (2) years.

8. GOVERNING LAW. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

9. JURISDICTION. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

10. ENTIRE AGREEMENT. This Agreement contains the whole agreement between the Parties relating to its subject matter.

SIGNED by the authorised representatives of the Parties on the date first set out above.

Frequently asked questions

Does an English NDA need to be a deed?: Not usually. As long as there is consideration (which a mutual NDA inherently has, in the form of reciprocal disclosure), a simple contract is sufficient.
How long should confidentiality last under English law?: Three years is common for commercial discussions, with a longer tail for trade secrets. There is no statutory fixed period.
Can we choose Scottish or Northern Irish law instead?: Yes. English and Welsh law is most common, but parties connected to Scotland or Northern Ireland sometimes prefer those systems. Choose the one that matches your dispute forum.

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