Non-Disclosure Agreement Template: What To Include And Mistakes To Avoid

If you’re running a small business, it’s normal to want to move fast - new supplier chats, early-stage product demos, investor conversations, contractor onboarding, and the “quick call” that suddenly turns into you sharing your best ideas.

But if you’re sharing anything valuable (pricing, customer lists, product plans, code, processes, marketing strategy), you’ll want to make sure you’re protected from day one.

That’s where using a non disclosure agreement template often comes in. It can feel like the fastest solution: download something, change the names, and send it over.

The problem is that an NDA isn’t just a formality - it’s a legal tool. If it’s vague, inconsistent, or missing key terms, it might not protect you when it matters most.

Below, we’ll break down what a UK non-disclosure agreement (NDA) should include, when templates work (and when they don’t), and the common mistakes we see small businesses make.

What Is A Non-Disclosure Agreement (And When Do Small Businesses Need One)?

A non-disclosure agreement (often called an NDA or confidentiality agreement) is a contract where one party agrees to keep certain information confidential and not use or share it improperly.

In a small business context, you’ll typically use an NDA when you need to disclose confidential information to someone outside your business (or sometimes inside it) so you can work together - without losing control of that information.

Common Situations Where You Might Use An NDA

• Talking to a developer or agency about building your product or website
• Sharing your customer list with a potential buyer or partner
• Sending pricing, margins, or supplier terms to a consultant or contractor
• Pitching to investors (investors don’t always sign NDAs, but some early conversations may justify one)
• Trialling a new hire in a role with access to sensitive information
• Exploring a collaboration where both sides will share ideas and commercial know-how

If you’re sharing confidential information as part of a working relationship, an NDA is often part of your “legal foundations” - alongside your broader commercial contracts (and, if you’re hiring, a proper Employment Contract that also contains confidentiality obligations).

And if you’re doing more structured collaboration work, you may also be dealing with IP ownership and usage - which is where contracts around licensing can become important (depending on what’s being created and who owns it).

Can You Use A Non Disclosure Agreement Template In The UK?

Yes - sometimes a non disclosure agreement template can be a decent starting point.

But it depends on what you’re doing, who you’re dealing with, and how valuable the information is. Templates are generic by nature, and confidentiality problems are rarely generic.

When A Template Might Be “Good Enough”

A template might be suitable when:

• you’re sharing low-to-medium sensitivity information (for example, basic marketing plans or high-level commercial discussions)
• it’s a short conversation and you want a simple paper trail
• both parties are UK-based and the relationship is straightforward
• the NDA is clearly limited in scope and you’re comfortable with the risk level

When A Template Can Become Risky

A template is much more likely to cause problems when:

• you’re sharing something that gives you a real competitive advantage (e.g. pricing strategy, supplier terms, product roadmap, source code)
• you need confidentiality plus non-use restrictions (not just “don’t share”)
• you’re dealing with overseas parties, complex groups of companies, or multiple recipients
• the NDA needs to align with a wider contract (like a services agreement or joint venture)
• you want practical enforcement options (injunctions, clear remedies, defined return/destruction obligations)

If the stakes are high, using a template is a bit like buying a “one-size-fits-all” lock for your premises - it might look fine, but it’s not designed for your actual doors.

If you do want a properly tailored NDA, it’s worth getting it drafted or reviewed by a lawyer. That way, your confidentiality terms match how your business actually operates. (For example, whether you need a one-way NDA or a two-way NDA.)

Depending on your situation, you may need a standard NDA or a two-way agreement like a Mutual Non-Disclosure Agreement.

What To Include In A UK Non-Disclosure Agreement Template

If you’re reviewing a non disclosure agreement template, here are the clauses and concepts we’d usually expect to see for a UK small business.

Think of this as your “sanity-check” list before you send anything out.

1. Who The Parties Are (And Who Can Access The Information)

This sounds obvious, but it’s a common failure point. Make sure the correct legal entity is listed (for example, the limited company, not just your trading name).

Also consider who is allowed to receive the confidential information:

• Can it be shared with employees?
• What about contractors, advisers, or group companies?
• Do those people also have confidentiality obligations?

If the definition of “receiving party” is too broad, you may lose practical control over who sees your information.

2. A Clear Definition Of “Confidential Information”

This is one of the most important parts of an NDA.

A good NDA definition usually covers:

• commercial information (pricing, margins, forecasts)
• customer/supplier information (lists, terms, contacts)
• technical information (code, designs, product specs)
• business processes and know-how
• information shared verbally, visually, in writing, and electronically

It should also address whether information must be marked “confidential” to be protected. In real life, small businesses move quickly - you don’t want to lose protection just because you forgot to label a PDF.

3. The Purpose Clause (Why You’re Sharing Information)

A strong NDA usually states why the information is being shared (for example, “to evaluate a potential supply arrangement” or “to provide marketing services”).

This matters because confidentiality isn’t only about preventing disclosure - it’s also about controlling use.

If the purpose is clear, it’s easier to argue that the recipient can’t use your information for anything outside that purpose (like approaching your suppliers directly or replicating your process).

4. Obligations: Non-Disclosure, Non-Use, And Security Measures

Many templates only say “don’t disclose.” In practice, you often also need “don’t use.”

Look for obligations such as:

• keep the information confidential
• only use it for the stated purpose
• take reasonable security steps to protect it
• limit access to people who need to know
• notify you promptly if there’s unauthorised access or disclosure

For some businesses, this also ties into data protection. If what you’re sharing includes personal data (like customer details), you may also need wider GDPR documentation - not just an NDA.

5. Exclusions (What Isn’t Confidential)

Most NDAs exclude information that:

• is already public (other than through a breach)
• was already known by the recipient legitimately
• is independently developed without reference to your information
• must be disclosed by law (for example, a court order)

These carve-outs are normal - but they should be tightly drafted. A vague “public domain” exclusion can become a loophole if it’s not clear what counts as “public” and when.

6. Return Or Destruction Of Confidential Information

If the relationship ends (or negotiations stop), you’ll often want the other party to return or destroy confidential materials.

This clause should cover:

• physical documents
• electronic copies
• backups (where practical)
• whether they can keep an archival copy for compliance/legal purposes

7. Time Period: How Long Does The NDA Last?

Most NDAs include two “time” concepts:

• the term (how long the NDA agreement runs)
• the confidentiality period (how long the confidentiality obligations last)

For trade secrets, you may need confidentiality obligations that last indefinitely (or for as long as the information remains confidential). For less sensitive info, a fixed period (e.g. 2–5 years) might be reasonable.

There isn’t a single correct number - it depends on the context and the commercial value of what you’re sharing.

8. Remedies And Enforcement (Including Injunctive Relief)

If someone breaches the NDA, you’ll want practical options.

Many NDAs include wording acknowledging that damages alone may be inadequate and that you can ask a court for an injunction (a court order to stop disclosure/use). Whether a court grants an injunction will depend on the facts.

Templates often get this wrong by being overly aggressive, unrealistic, or unenforceable. The goal is to be clear, fair, and workable - not dramatic.

9. Governing Law And Jurisdiction

If your business is UK-based and the other party is UK-based, you’ll usually want the NDA governed by the laws of England and Wales (or Scotland / Northern Ireland, depending on where you are and where the dispute might be heard).

This clause matters even more if the other party is overseas.

10. How It’s Signed (And Whether It Needs A Witness)

Most NDAs are signed as simple contracts and do not require a witness.

In some cases, parties choose to sign an NDA as a deed (for example, where there are concerns about whether there is valid consideration). If it’s executed as a deed, additional signing formalities apply, including witnessing for individuals and specific execution requirements for companies. If you’re unsure, it’s worth knowing who can witness a signature so you don’t accidentally mess up the execution.

Common NDA Template Mistakes That Can Cost You (And How To Avoid Them)

Even well-meaning small businesses can fall into predictable NDA traps - especially when you’re using a template and trying to move quickly.

Here are the big ones we see.

Mistake 1: Using The Wrong Type Of NDA (One-Way Vs Mutual)

If you’re only disclosing your information, a one-way NDA may fit.

If both sides are sharing sensitive information (very common in partnerships, tech builds, or co-marketing), you likely need a mutual NDA - otherwise the other party may push back, or you’ll end up renegotiating later.

Mistake 2: Defining Confidential Information Too Narrowly

Templates sometimes define confidential information as “information marked confidential in writing.” That’s risky.

In the real world, you might share:

• ideas on a Zoom call
• screenshares
• draft prototypes
• Slack messages

If your definition doesn’t capture those formats, you could end up arguing about whether something “counts” as confidential - which is exactly the situation you’re trying to avoid.

Mistake 3: Forgetting About “Use” (Not Just “Disclosure”)

One of the most damaging scenarios is where the recipient doesn’t publicly leak your information - they quietly use it.

For example: you share your supplier pricing, and they use it to negotiate directly with your supplier. No disclosure. Big commercial impact.

A good NDA usually needs non-use obligations tied to the stated purpose.

Mistake 4: Not Aligning The NDA With The Main Commercial Contract

If you’re engaging someone for services, an NDA might be only one piece of the puzzle.

You may also need terms covering deliverables, payment, IP, liability, and termination - otherwise you’re relying on a confidentiality-only document to manage a broader commercial relationship.

This is often where broader agreements matter more than an NDA alone, like a services agreement or even just ensuring your contract is properly formed and enforceable (if you’re unsure, it helps to understand what makes a contract legally binding).

Mistake 5: Assuming An NDA Fixes Data Protection Compliance

If the information includes personal data (e.g. customer names, contact details, purchase history), an NDA doesn’t automatically make that sharing GDPR-compliant.

You may need a data processing agreement, data sharing terms, or at least to ensure you’re handling personal data appropriately under the UK GDPR and Data Protection Act 2018.

Confidentiality is part of the picture - but it isn’t the whole picture.

Mistake 6: Trying To Use An NDA To Stop Competition (Instead Of Using The Right Clause)

An NDA is designed to protect confidential information. It’s not a replacement for a non-compete, non-solicitation, or restraint-of-trade clause.

If your real concern is “they’ll steal my clients” or “they’ll poach my staff,” you may need additional, carefully drafted protections in the correct agreement.

Mistake 7: Not Planning For A Breach (Or Not Having A Practical Process)

If a breach happens, speed matters - especially if information is about to be published or shared with competitors.

Make sure you have a practical plan, and be aware of the real-world consequences of confidentiality failures in working relationships. It’s also worth understanding the broader confidentiality breach risks, because disputes often involve people (not just documents).

How To Use A Non-Disclosure Agreement Template Properly (A Practical Checklist)

If you’re set on using a template as a starting point, you can still reduce risk by slowing down for five minutes and checking the essentials.

Step-By-Step Checklist

1. Confirm the correct party names (legal entity names, registered address, company number if relevant).
2. Decide if it’s one-way or mutual based on who is disclosing information.
3. Pressure-test the definition of confidential information against how you actually communicate (calls, email, shared drives, prototypes).
4. Ensure “purpose” and “non-use” are included, not just “don’t disclose”.
5. Check time periods: how long the agreement runs and how long confidentiality lasts.
6. Add return/destruction obligations so the other party doesn’t keep your materials indefinitely.
7. Confirm governing law is appropriate for where you’ll enforce it.
8. Check execution: the signer has authority and signature blocks are correct.
9. Store it properly (final signed copy, version control, easy to retrieve if there’s a dispute).

Also remember: NDAs are often signed electronically, but make sure your process is consistent - and don’t accidentally create uncertainty about whether the agreement was accepted. Even everyday communications can have legal effect, so it helps to be aware of when emails are legally binding, especially if you’re negotiating terms quickly.

Key Takeaways

• A non disclosure agreement template can be a helpful starting point, but it won’t always protect your business if it’s generic or incomplete.
• Your NDA should clearly define confidential information, cover both non-disclosure and non-use, and state the purpose of disclosure.
• Templates often fail on practical details like who can access the information, how long obligations last, and what happens when negotiations end.
• NDAs don’t replace proper commercial contracts - and they don’t automatically make personal data sharing compliant under UK GDPR.
• Getting the right agreement in place early helps you share information confidently, move faster, and reduce the risk of disputes later.

If you’d like help with an NDA (or want a lawyer to review a template before you send it), you can reach us at 08081347754 or team@sprintlaw.co.uk.