The short answer
Use an NDA before you share information that would harm you if it got out and that isn't public: an unreleased product, a client list, pricing, source code, a business plan. Use a mutual NDA when both sides will share, and a one-way NDA when only one side will. If you already have a contract with a confidentiality clause, you may not need a separate NDA.
When it's worth it
- Pitch and discovery stages, before there's a contract.
- Partnerships and joint pitches, where both sides share plans: mutual.
- Bringing in a subcontractor who'll see your client's material: one-way, with you as the discloser.
- Not for things that are already public, or for general skills and know-how.
Signing a client's NDA: what to check
- What counts as confidential. "Everything we tell you" is too wide. Look for the usual exclusions: information that's public, that you already had, or that you develop yourself.
- How long it lasts. Two to five years is common; trade secrets can be indefinite.
- Extras hidden inside. Non-compete, non-solicitation and ownership-of-work clauses don't belong in an NDA. Push back or price them in.
- Penalties and indemnities. Be wary of fixed sums or open-ended promises to cover the client's losses.
- Returning or deleting material at the end, and whether you can keep one copy for your records.
What an NDA can't do
It can't make public information confidential, and it can't stop anyone reporting a crime to the police or making a disclosure the law protects. It also doesn't protect an idea as such: it protects the confidential information you share about it. Copyright protects the way an idea is expressed, not the idea. See who owns the work.
Mutual or one-way in AgreeVia
The Mutual NDA is on the free plan and the One-way NDA is a Pro template. Both let you set the purpose and how long confidentiality lasts, choose the governing law, and have the other side sign from a link.
Questions people ask
Is an NDA signed electronically valid?
Yes. NDAs don't need a particular form, and an electronic signature is valid for them in the UK.
How long should an NDA last?
Long enough to protect the information while it matters. Two to five years is common for business information; trade secrets are often protected for as long as they stay secret.
Do I need an NDA if my contract has a confidentiality clause?
Usually not for the same work. An NDA is most useful before the contract exists, for example while you pitch.
This guide explains the general position in the UK as we understand it on 22 October 2026. The law differs between England and Wales, Scotland and Northern Ireland, and it changes. If something important turns on it, talk to a solicitor or an accountant.
Templates and tools for this
Send your first agreement free
Send a mutual NDA before the pitch, and have the other side sign it on their phone.
Free for 3 documents a month, no card needed. AgreeVia works in your browser and is live on Google Play. Coming soon to the App Store.