How to Use This Checklist
Click each checkbox to mark items as complete. Your progress is automatically saved to your browser. Use this checklist to:
✅ Three Ways to Use This Tool
1. Audit existing NDAs: Review your current non-disclosure agreement against all 63 UK legal compliance points
2. Draft new NDAs: Ensure you don't miss any essential confidentiality provisions
3. Compare with legal drafts: Verify your NDA covers everything required by UK contract law
⚠️ When Do You Need an NDA?
🤝 Business Discussions: Before sharing business plans, financial information, or strategic details with potential partners, investors, or buyers
💼 Employment Relationships: When employees, contractors, or consultants will access trade secrets, customer lists, or proprietary information
🔧 Product Development: Before discussing new inventions, designs, software, or technical specifications with third parties
📊 Due Diligence: During mergers, acquisitions, or investment negotiations where sensitive company data must be shared
🤐 Always Before Sharing: Sign an NDA BEFORE disclosing any confidential information - once disclosed, you cannot retroactively protect it
⚠️ Understanding Importance Levels
🔴 Critical: Must have - omission creates serious legal risk and makes your NDA unenforceable or void under UK law
🟡 Important: Should have - recommended for proper protection and legal clarity
🔵 Recommended: Best practice - enhances enforceability and demonstrates professionalism
1. Parties & Basic Information (7 items)
Agreement Date Specified
Clear date when the NDA comes into effect. Essential for determining when obligations commence and for statute of limitations purposes. Required for contract validity under UK law.
🔴 Critical
Disclosing Party Fully Identified
Complete legal name, company registration number (if applicable), and registered address of party disclosing confidential information. Required for contract enforceability and legal proceedings.
🔴 Critical
Receiving Party Fully Identified
Complete legal name, company registration number (if applicable), and registered address of party receiving confidential information. Essential for legal enforceability against the receiving party.
🔴 Critical
Mutual or Unilateral Type Clarified
Clear statement whether one party (unilateral) or both parties (mutual) will be disclosing confidential information. Determines scope of obligations and which parties are bound by confidentiality duties.
🔴 Critical
Background/Recitals Included
Context explaining purpose of discussions: business opportunity, potential partnership, employment, etc. Helps establish legitimate business purpose and aids interpretation if disputes arise.
🟡 Important
Purpose of Disclosure Defined
Specific business purpose for which confidential information will be disclosed: evaluation of partnership, due diligence, product development, etc. Limits scope of permitted use and strengthens enforceability.
🟡 Important
Signing Authority Confirmed
Signatories have proper authority to bind their organizations. Prevents later disputes about contract validity. For companies, typically requires director or authorized officer signature.
🔴 Critical
2. Definitions & Interpretation (5 items)
⚠️ Precise Definitions Are Critical
Vague definitions like "confidential information includes business information" are unenforceable in UK courts. You must be specific: customer lists, pricing data, technical specifications, trade secrets, financial information, business strategies, etc. Courts will not enforce NDAs with overly broad or unclear definitions.
"Confidential Information" Comprehensively Defined
Detailed definition covering all types of information to be protected: technical data, business plans, customer lists, financial information, trade secrets, know-how, designs, prototypes, software, etc. Must be specific - not overly broad or vague.
🔴 Critical
Includes Both Written and Oral Disclosures
Covers information disclosed in any form: written documents, verbal communications, electronic files, demonstrations, presentations, site visits, etc. Prevents loophole arguments that oral disclosures aren't covered.
🔴 Critical
Marking Requirements Addressed
States how confidential information will be identified: marked "Confidential", disclosed in writing with identification within reasonable time, or treated as confidential based on its nature. Provides certainty about what's protected.
🟡 Important
Key Terms Defined (Disclosing/Receiving Party)
Clear definitions of "Disclosing Party" (party sharing information) and "Receiving Party" (party receiving information). For mutual NDAs, acknowledges each party may be both. Essential for clarity on obligations.
🔴 Critical
Interpretation Clause Included
Guidance on how agreement should be interpreted: headings for reference only, singular/plural meanings, references to persons include companies, etc. Standard contract drafting practice preventing ambiguity.
🔵 Recommended
3. Term & Duration (4 items)
Agreement Term Specified
Clear statement of how long the agreement lasts: fixed period (1-5 years typical) or until terminated. Provides certainty about when parties can cease disclosing information under the agreement.
🔴 Critical
Confidentiality Obligations Survival Period
States how long confidentiality obligations continue AFTER agreement ends or information disclosed: typically 2-5 years, or indefinitely for trade secrets. Critical - without this, obligations might end when agreement terminates.
🔴 Critical
Reasonable Duration for Business Type
Survival period is reasonable for the industry and information type. Courts may refuse to enforce unreasonably long periods. Technology: 2-3 years typical. Trade secrets: indefinite acceptable. Business information: 3-5 years standard.
🟡 Important
Survival of Key Clauses Stated
Specifies which clauses continue after termination: confidentiality obligations, return of information, remedies, governing law, etc. Ensures continuing protection even after agreement formally ends.
🟡 Important
4. Confidentiality Obligations (8 items)
Duty to Keep Information Confidential
Clear obligation that Receiving Party must keep Confidential Information secret and not disclose to any third party. Core obligation of any NDA - without this, agreement is meaningless.
🔴 Critical
Restriction on Use of Information
Information may only be used for the specified purpose stated in the agreement. Prevents Receiving Party from using information for competitive advantage, product development, or other unauthorized purposes.
🔴 Critical
Standard of Care Requirement
Receiving Party must protect information with at least the same degree of care as it protects its own confidential information, and no less than reasonable care. Establishes objective standard for measuring compliance.
🟡 Important
No Copying or Reproduction Without Permission
Receiving Party cannot copy, reproduce, or create derivative works from Confidential Information unless expressly authorized. Prevents unauthorized duplication and protects intellectual property rights.
🟡 Important
Limitation on Disclosure to Employees/Advisers
Information may only be disclosed to employees, officers, or professional advisers who need to know for the specified purpose and who are bound by confidentiality obligations. Prevents unauthorized internal disclosure.
🔴 Critical
Responsibility for Representatives' Breaches
Receiving Party is responsible for ensuring its employees, agents, and advisers comply with confidentiality obligations. Receiving Party liable for any breaches by these persons. Ensures accountability.
🟡 Important
No Reverse Engineering Prohibition
Receiving Party cannot reverse engineer, disassemble, or decompile any products, prototypes, software, or technical information disclosed. Important for technology and product-related NDAs.
🟡 Important
Immediate Notice of Unauthorized Disclosure
Receiving Party must immediately notify Disclosing Party if it becomes aware of any unauthorized disclosure or breach. Allows Disclosing Party to take rapid legal action to minimize damage.
🟡 Important
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5. Permitted Disclosures & Exceptions (6 items)
Public Domain Exception
Obligations don't apply to information already in public domain or becomes public through no fault of Receiving Party. Standard exception - prevents Receiving Party being liable for information anyone can access.
🔴 Critical
Prior Knowledge Exception
Information already known to Receiving Party before disclosure (with written evidence) is not covered. Prevents Disclosing Party claiming protection over information Receiving Party already possessed.
🟡 Important
Independent Development Exception
Information independently developed by Receiving Party without reference to Confidential Information is excluded. Protects Receiving Party's legitimate independent work and innovation.
🟡 Important
Third Party Disclosure Exception
Information rightfully received from third party without confidentiality restrictions is excluded. Ensures Receiving Party not liable for information obtained legitimately elsewhere.
🟡 Important
Required by Law Exception
Permits disclosure when required by law, court order, or regulatory authority, provided Receiving Party gives prior written notice to Disclosing Party (if legally permissible) and discloses minimum necessary. Balances legal compliance with protection.
🔴 Critical
Professional Advisers Exception
Allows disclosure to professional advisers (lawyers, accountants, consultants) bound by professional confidentiality duties or separate NDAs. Ensures Receiving Party can obtain necessary professional advice.
🔵 Recommended
6. Rights & Ownership (4 items)
No License or Rights Granted
Expressly states disclosure does not grant any license, intellectual property rights, or ownership in Confidential Information. All rights remain with Disclosing Party. Critical for protecting IP ownership.
🔴 Critical
Ownership Remains with Disclosing Party
All Confidential Information and intellectual property rights remain the exclusive property of Disclosing Party. Receiving Party acquires no ownership interest. Protects against claims of joint ownership.
🔴 Critical
No Patent Rights Granted
Disclosure does not grant any rights to file or obtain patents based on Confidential Information. Protects Disclosing Party's ability to pursue patent protection independently.
🟡 Important
No Obligation to Proceed
Neither party obligated to proceed with any transaction or enter into any further agreement. NDA itself does not create binding business relationship. Preserves parties' freedom.
🔵 Recommended
7. Return or Destruction of Information (4 items)
Obligation to Return or Destroy
Upon request or termination, Receiving Party must return or securely destroy all Confidential Information in any form: documents, copies, notes, electronic files, etc. Ensures information doesn't remain in unauthorized hands.
🔴 Critical
Covers All Copies and Derivatives
Return/destruction requirement includes all copies, reproductions, summaries, notes, and derivative materials containing or based on Confidential Information. Prevents retention of information in altered forms.
🟡 Important
Written Certification Required
Receiving Party must provide written certification confirming compliance with return/destruction requirements. Creates evidence trail and demonstrates accountability.
🟡 Important
Legal/Regulatory Retention Exception
Acknowledges Receiving Party may retain copies to extent required by law, regulation, or professional rules, provided such retained information remains subject to confidentiality obligations. Balances legal compliance with ongoing protection.
🟡 Important
8. Warranties & Representations (3 items)
No Warranty of Accuracy
Disclosing Party makes no representation or warranty regarding accuracy, completeness, or fitness for purpose of Confidential Information. Protects Disclosing Party from liability for information provided "as is".
🟡 Important
No Infringement Warranty
Disclosing Party does not warrant that use of information won't infringe third party rights. Limits Disclosing Party's liability if information later found to infringe patents or other IP rights.
🔵 Recommended
Receiving Party's Own Due Diligence
States Receiving Party must conduct its own due diligence and not rely solely on Confidential Information for decisions. Emphasizes information provided for evaluation only, not as advice or recommendation.
🔵 Recommended
9. Termination (3 items)
Termination Rights Specified
States how agreement can be terminated: by mutual consent, written notice from either party, automatically after fixed term, etc. Provides certainty about ending the relationship.
🟡 Important
Immediate Termination for Breach
Allows Disclosing Party to terminate immediately upon material breach by Receiving Party. Enables rapid response to unauthorized disclosure or misuse of information.
🟡 Important
Accrued Rights Preserved
Termination doesn't affect accrued rights, existing obligations, or rights to remedies for previous breaches. Ensures Disclosing Party can still pursue legal action for breaches occurring before termination.
🟡 Important
10. Non-Solicitation Clause (Optional) (3 items)
⚠️ Non-Solicitation Clauses
Non-solicitation clauses prevent parties from poaching each other's employees or customers. These are optional but commonly included when parties will gain knowledge of each other's key personnel or client relationships. Must be reasonable in scope and duration to be enforceable in UK courts - typically 6-12 months for employees, 12-24 months for customers.
Employee Non-Solicitation Provision
Neither party shall solicit, recruit, or induce employees of the other party to leave employment during agreement term and for specified period after (typically 6-12 months). Protects workforce stability.
🔵 Recommended
Customer Non-Solicitation Provision
Neither party shall solicit or conduct business with customers/clients disclosed during discussions for specified period (typically 12-24 months). Protects business relationships revealed through disclosure.
🔵 Recommended
Reasonable Scope and Duration
Non-solicitation restrictions are reasonable in geographic scope, duration, and scope of persons/customers covered. UK courts will not enforce unreasonably broad restraints of trade. Balance protection with fairness.
🟡 Important
11. Remedies & Enforcement (4 items)
Acknowledgment of Irreparable Harm
Parties acknowledge that breach would cause irreparable harm that cannot be adequately compensated by monetary damages alone. Establishes foundation for injunctive relief in court.
🔴 Critical
Right to Injunctive Relief
Disclosing Party entitled to seek injunctions, specific performance, or other equitable relief to prevent or remedy breaches, without posting bond. Critical remedy - stops ongoing breaches immediately.
🔴 Critical
Cumulative Remedies
Remedies are cumulative and not exclusive - Disclosing Party can pursue all available legal and equitable remedies including damages, injunctions, and account of profits. Maximizes enforcement options.
🟡 Important
Indemnification for Breaches
Receiving Party shall indemnify and hold harmless Disclosing Party against losses arising from unauthorized disclosure or breach. Provides financial recourse for damages caused by breaches.
🔵 Recommended
⚡
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12. General Provisions (7 items)
Entire Agreement Clause
States this agreement constitutes entire agreement between parties regarding confidentiality, superseding all prior discussions, understandings, or agreements. Prevents claims based on prior verbal promises or commitments.
🔴 Critical
Variation/Amendment Requirements
Agreement can only be modified by written document signed by both parties. Prevents claims that agreement was verbally changed. Ensures amendments are clear and documented.
🟡 Important
Waiver Provision
Failure to enforce any provision doesn't constitute waiver of that right or any other right. One-time waiver doesn't mean permanent waiver. Preserves Disclosing Party's rights even if delays enforcement.
🟡 Important
Severability Clause
If any provision held invalid or unenforceable, remainder of agreement remains in full effect. Courts will modify invalid provisions to minimum extent necessary. Protects agreement as a whole from one problematic clause.
🟡 Important
Assignment Restrictions
Neither party may assign or transfer agreement without prior written consent of the other party. Prevents Receiving Party transferring obligations to third party without approval. Protects control over who receives confidential information.
🟡 Important
Notice Requirements
Specifies how formal notices must be given: in writing, to specified addresses, by recorded delivery or email. Deemed received on specific day. Ensures important communications are properly documented.
🟡 Important
No Third Party Rights
Contracts (Rights of Third Parties) Act 1999 excluded - only parties to agreement have rights to enforce. Prevents third parties claiming benefit under agreement. Standard UK contract provision.
🟡 Important
13. Governing Law & Jurisdiction (2 items)
Governing Law Specified
Agreement governed by laws of England and Wales (or Scotland/Northern Ireland if applicable). Critical for determining which country's laws apply to interpretation and enforcement. Must be explicitly stated.
🔴 Critical
Exclusive Jurisdiction Clause
Parties submit to exclusive jurisdiction of courts of England and Wales (or specified UK jurisdiction). Determines where legal proceedings must be brought. Prevents forum shopping and provides certainty about court location.
🔴 Critical
14. Execution & Signatures (3 items)
Signature Blocks for All Parties
Clear signature blocks for each party including space for signature, printed name, title/position, and date. Essential for contract validity - unsigned agreements are unenforceable.
🔴 Critical
Execution as Deed (if Required)
If no consideration exchanged or extended confidentiality period needed, agreement executed as deed with witnessing requirements. Deeds have longer enforcement periods (12 years vs 6 years for simple contracts).
🔵 Recommended
Electronic Signature Provision
If electronic signatures permitted, states they have same legal effect as handwritten signatures. Complies with Electronic Communications Act 2000 and enables remote signing. Increasingly important for digital business.
🔵 Recommended
⚡
Limited Time Pricing
Get Your Compliant NDA Now
Why check 63 boxes when you can have a professional, UK-compliant non-disclosure agreement ready in minutes?
Just £10 - Lock In This Price Today
Secure Lifetime Access Now
→
Limited time offer • Buy now for lifetime updates • Price may increase
Next Steps
Now that you've reviewed the compliance checklist, you have three options:
✅ Use Our Ready-Made Template (Recommended)
Save hours of legal research and drafting. Our professionally-crafted NDA template covers all 63 UK legal compliance points with legally-sound wording. Available in both Interview Mode (guided questionnaire) and Editor Mode (direct editing) for just £10.
📝 Draft Your Own NDA
Use this checklist as your guide, but remember: getting the legal wording correct is complex. UK contract law requires precise language around confidential information definitions, permitted exceptions, remedies, and enforceability. A poorly drafted NDA may be unenforceable, leaving your confidential information unprotected.
⚖️ Book a Legal Consultation
For complex situations involving multiple parties, international disclosures, highly sensitive trade secrets, or unique confidentiality requirements, consider booking a consultation with our legal professionals for personalized advice tailored to your specific circumstances.