NDAs for UK startups: when you need one and what to check

Founders sign NDAs early and often: with development partners, contractors, potential customers and, occasionally, acquirers. Some of those NDAs protect real value. Others slow deals down or carry restrictions nobody noticed. This guide explains when an NDA is worth asking for under English law, what to check in one you are asked to sign, and how to review it in Word with LexDraft's NDA playbook.

Last checked: 17 October 2026. The law changes; check the current position before relying on this page.

When an NDA makes sense

• Technical partners and contractors. Yes. Pair the NDA with an intellectual property assignment, because confidentiality alone does not transfer ownership of code or designs a contractor writes.
• Pilot customers and suppliers. Usually yes, as a mutual NDA, before you share product roadmaps, pricing models or customer data.
• Acquirers and strategic investors. Yes, and read it closely. These NDAs often include non-solicitation of staff and standstill terms.
• Angel and venture investors at pitch stage. Many investors decline to sign NDAs for a pitch, because they see many similar businesses. Share the deck without trade secrets instead, and keep the deeper technical detail for due diligence under an NDA.
• Employees. Confidentiality belongs in the employment contract. See our UK employment contract guide, including the statutory limits on NDAs.

Clauses that matter for a startup

• Mutual or one-way. A mutual NDA is quicker to agree. A one-way NDA needs consideration from the discloser under English law, or execution as a deed.
• Definition of confidential information. Make sure it covers oral and visual disclosures, demos and information shared before signing, not only documents marked "confidential".
• Purpose. Limit use to evaluating or carrying out the stated project. A loose purpose lets a larger partner use your information for its own roadmap.
• Residuals clauses. Some large companies ask for a right to use information retained in employees' unaided memory. For a startup whose value is know-how, that can undo the NDA. Push back or narrow it.
• Feedback and IP. Check that nothing in the NDA licenses or assigns your intellectual property, and that "feedback" clauses do not give the other side rights in your product ideas.
• Non-solicitation and standstill. Common in acquirer NDAs. They are restraints of trade and must be reasonable to be enforceable, but agree a short term and narrow scope rather than rely on that.
• Term. Two to five years is common for general information. Trade secrets may need protection for as long as they remain secret; the Trade Secrets (Enforcement, etc.) Regulations 2018 sit alongside the contract.
• Personal data. If customer or user data will be shared, the NDA is not enough. You will usually need a data sharing or processing agreement under the UK GDPR. See our UK GDPR DPA guide.
• Remedies. An injunction is discretionary, even with a clause saying damages would not be adequate. Avoid fixed sums for breach that may be a penalty.
• Governing law. Name the law of England and Wales and the courts of England and Wales. If the other side insists on US law, the review changes; set LexDraft to the state named.

Keep it short

For a startup, a two or three page mutual NDA on fair terms usually signs faster than a long one-sided form. If the other side sends a long form, fix the points above and let the rest go.

Review the NDA in Word with LexDraft

1. Open the NDA in Word, open LexDraft from the Home tab and set the jurisdiction chip to UK: England & Wales (or UK: Scotland or UK: Northern Ireland if that is the governing law).
2. Run the quick checks. They are rule-based and run without AI, catching undefined or unused defined terms, broken cross-references, numbering gaps and inconsistent capitalisation.
3. Run the review with the NDA playbook, built for mutual NDAs. Findings are graded Critical, High, Medium or Low, and LexDraft flags standard terms that are missing.
4. Accept or reject each proposed redline. Accepted edits land as native Word tracked changes, ready for the other side.
5. Ask the Assistant to explain a clause in plain English or suggest wording for your side. Answers use UK spelling.
6. Look up any case you want to rely on in the Case law tab, then open the judgment on Find Case Law and read it yourself. UK judgments in LexDraft come from The National Archives' Find Case Law service, which only partially represents the activities of the courts and tribunals. Not every judgment or decision is included. Find Case Law does not include judgments from Scottish or Northern Irish courts or tribunals.

LexDraft does not give legal advice and does not summarise judgments. AI output can be wrong, so qualified counsel must check every redline before it goes out.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. LexDraft is not affiliated with or endorsed by The National Archives or any court. Spotted something out of date? Email support@lexdraft.ai and we will fix it.