NDA template builder.
Build a UK non-disclosure agreement for selling a business, raising investment or exploring a partnership. One-way or mutual, a Word download, and a short click-to-accept version for the NDA gate in front of a data room. Free, no signup.
What goes into the NDA.
Plain clauses, in the order a UK solicitor would expect to read them. Deal-specific terms switch on when the NDA is for a sale or an investment.
What is confidential, and what is not.
Everything shared for the purpose, including data room documents and, for a deal, the fact that talks are happening. Public, already-held, third-party and independently developed information is excluded.
Use only for the purpose, share only with advisers.
The recipient may pass information to directors, employees, professional advisers and, if you allow it, funders who need it, and stays responsible for them.
No contact and no poaching, for deals.
A buyer or investor may not approach your staff, customers, suppliers or lenders without consent, or hire your senior people for a set period.
Return, no obligation, no licence.
Information comes back or is destroyed on request, nobody is bound to do the deal, and sharing information grants no rights over it.
How long it lasts, and which law applies.
A fixed number of years, trade secrets protected for as long as they stay secret, and England and Wales, Scotland or Northern Ireland as the governing law.
Selling a business? The NDA usually comes first, then the teaser and, once a buyer is serious, heads of terms. Every stage is in how to sell a business in the UK.
Frequently asked.
Is the NDA builder free?
Yes. There is no signup and no email gate. The agreement is built in your browser as you type, and your draft is kept in that browser so a refresh does not lose it. When you download, the text is sent once to build the Word file and is not stored on our servers or logged.
Should my NDA be mutual or one-way?
One-way when only one side shares confidential information, such as a seller opening a data room to a buyer or a company sharing its numbers with an investor. Mutual when both sides share, such as two companies exploring a partnership or a supplier relationship.
Will investors sign an NDA?
Many venture investors will not sign one just to read a pitch deck, because they see similar ideas every week. NDAs are more usual at due diligence, when detailed financials and contracts are shared. A click-to-accept NDA gate in front of a data room is a common middle ground.
Is a click-to-accept NDA binding?
In England and Wales a contract can generally be formed by clicking to accept, provided the terms are shown before acceptance and the person accepting intends to be bound. Keep a record of who accepted, when and from where, and have a solicitor review the wording for a high-value deal.
How long should an NDA last?
Two to five years is common for commercial information, with trade secrets protected for as long as they remain secret. Longer terms for ordinary business information are harder to justify.