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One Way NDA UK: Protect Confidential Information

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Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
When you need to share sensitive information with someone else, whether that is a manufacturer, investor, contractor, or prospective buyer of your business, you take on real commercial risk the moment the conversation starts. A one way Non-Disclosure Agreement (often called a unilateral NDA or confidentiality agreement) is the most common legal tool used in England and Wales to manage that risk. It binds the party receiving the information to keep it private, use it only for the purpose you agree, and return or destroy it when the relationship ends. This guide walks through how unilateral NDAs work in practice, what clauses matter most, and the common pitfalls I see when businesses either skip the agreement entirely or lean on something too generic. It is written for founders, sole traders, and SMEs who want to understand the document before they sign or ask someone to sign one.

What this document is

A one way confidentiality agreement is a contract in which one party (the discloser) shares specific information with another party (the recipient), and the recipient promises to keep that information confidential. Only one direction of disclosure is covered, which is what makes it 'one way' or 'unilateral'.

If both sides will be exchanging sensitive material, a mutual NDA is the better fit. Typical scenarios include an inventor talking to a potential licensee, a founder pitching to investors, a company exploring a sale to a trade buyer, or an employer briefing an external consultant.

Under English common law, a duty of confidence can arise even without a written agreement, but only where the information has the necessary quality of confidence, was shared in circumstances importing an obligation, and unauthorised use would cause detriment. That sounds reassuring until you try to enforce it.

A written NDA sets out the rules clearly, removes ambiguity about what counts as confidential, and gives you a contractual hook rather than relying on equitable principles alone.

How to use this document

  1. Identify the parties correctly. Use the full legal names and registered addresses of each party. For a limited company, include the company number. Getting this wrong, naming a trading name rather than the legal entity, for example, can create real problems if you ever need to enforce the agreement in court.
  2. Define the confidential information with precision. Vague definitions are the single biggest weakness in most NDAs I see. Spell out what is being protected: technical specifications, financial data, customer lists, business plans, source code, or whatever is genuinely sensitive. A definition that is too broad can be challenged as unreasonable, while one that is too narrow leaves gaps.
  3. State the permitted purpose clearly. The recipient should only be allowed to use the information for a defined reason, for instance, 'evaluating a potential investment' or 'preparing a quotation for manufacturing services'. This stops the information being repurposed for something you never intended, and makes any misuse easier to prove.
  4. Set a sensible confidentiality period. Two to five years is common for commercial information, though trade secrets may justify longer or even indefinite protection. Courts in England and Wales will look sceptically at periods that seem unreasonable given the nature of the information, so tie the duration to the genuine commercial sensitivity.
  5. Cover returns, remedies, and governing law. Require the recipient to return or destroy the information at the end of the engagement. Include provisions for injunctive relief, because damages alone rarely fix a confidentiality breach. And confirm the agreement is governed by the law of England and Wales, with the courts of England and Wales having jurisdiction.

Common questions

If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £149.

Common questions

Q Is a one way NDA legally binding in the UK?
Yes. A properly drafted unilateral NDA is a binding contract under the law of England and Wales, provided there is offer, acceptance, consideration, and an intention to create legal relations. Consideration is usually the disclosure of the information itself, or a small payment. To be enforceable, the terms must be reasonable and sufficiently certain, which is why definition of the confidential information and the duration of the obligation really matter.
Q How long should a unilateral NDA last?
There is no fixed rule, but most commercial NDAs run for between two and five years. Shorter is appropriate for information with a limited shelf life, such as pricing for a specific tender. Longer, or even perpetual, obligations may be justified for genuine trade secrets or proprietary technology. The test is whether the duration is reasonable given what is being protected. Courts may decline to enforce a period that looks excessive on the facts.
Q What is the difference between a one way and a mutual NDA?
A one way (unilateral) NDA protects information flowing from one party to the other. Only the recipient has obligations of confidentiality. A mutual (bilateral) NDA applies when both parties will be sharing sensitive information and each side takes on confidentiality obligations. If your counterparty is likely to share anything commercially sensitive with you in return, a mutual agreement is usually more appropriate and avoids having to negotiate a second document later.
Q What happens if someone breaches an NDA?
The discloser can typically seek damages for loss caused by the breach, an injunction to stop further use or disclosure, and in some cases an account of profits the recipient made from the misuse. An injunction is often the most valuable remedy because once confidential information is public, damages may not restore the position. Contractual provisions on remedies, indemnities, and legal costs help strengthen the discloser's position when something goes wrong.
Q Do I need an NDA before pitching to investors?
It depends on who you are pitching to. Many professional investors and VCs will refuse to sign NDAs at the initial pitch stage, on the basis that they see many similar ideas and cannot risk blanket confidentiality obligations. For strategic or trade buyers, or when you are sharing genuinely novel technical information or financial detail, an NDA is normal practice. Share only what you need to at each stage, and escalate protection as the conversations get more serious.
Q Can an NDA cover information that is already public?
No, and the agreement should expressly say so. Standard exceptions to the confidentiality obligation include information that is already in the public domain, was already known to the recipient before disclosure, was independently developed, or was lawfully received from a third party. Without these carve-outs, the agreement can look unreasonable and be harder to enforce. They also protect the recipient from unfair allegations of breach over information they did not actually obtain from the discloser.
Q Does a one way NDA cover employees and contractors of the recipient?
It should, but only if it is drafted to do so. A well written NDA requires the recipient to limit disclosure to employees, advisers, or contractors who need to know for the permitted purpose, and to ensure those individuals are bound by equivalent confidentiality obligations. The recipient usually remains responsible for any breach by the people they share with. If this is not spelled out, enforcing against onward disclosure becomes far more difficult.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £149.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.