Confidentiality clauses and non-disclosure agreements
Confidentiality clauses are also known as non-disclosure agreements (NDAs).
They prevent employees from making business secrets and sensitive information public or sharing them with competitors.
You may be asked to sign a confidentiality clause before starting a new job or project.
They’re also often contained in settlement agreements, which allow an employer and employee to resolve a workplace dispute confidentially without going to a tribunal or court.
Confidentiality clauses can place legal restrictions on you. If you have any concerns, get independent legal advice before signing anything. You cannot be forced to agree to anything if you do not accept what’s being offered.
Getting independent legal advice
Our Find a solicitor website lists solicitors specialising in employment law. They can advise you on whether you should sign an agreement and what it should contain.
If you’ve signed a confidentiality agreement but are unhappy with the terms, a solicitor can tell you what options are available.
Employers sometimes pay for their employees to get independent legal advice so that they fully understand what they’re agreeing to.
If you’re a member of a trade union, you may be able to get legal advice from a solicitor appointed by your union. Check with your workplace representative or union regional office.
Make sure the agreement works for you
A good confidentiality agreement meets the needs of both parties. It’s important to understand what you’re agreeing to and what rights you cannot be asked to give up.
The agreement must also work for you in the future. This means knowing:
- if there are any time limits on the confidentiality
- how you can talk about your role in future job interviews
- who you can talk to (including family members and medical professionals)
What confidentiality clauses cannot stop you doing
Confidentiality clauses are not legally binding if they try to stop you talking to the police or a regulator about issues between you and your employer or someone at work.
An agreement may not be legally binding if you’re not given reasonable time to think about it and/or get independent legal advice before signing it.
Confidentiality clauses cannot be used to stop whistleblowing (telling your employer or someone else about anything illegal or dangerous you know is happening at work) in the public interest. Whistleblowing law is complicated, so get advice from a solicitor.
Other sources of information
Advisory, Conciliation and Arbitration Service (Acas)
Acas provides support and services for employers and employees to help prevent or resolve workplace problems.
Helpline: 0300 123 1100 Monday to Friday from 8am to 6pm
Protect aims to stop harm by encouraging safe whistleblowing.
Helpline: 020 3117 2520 Monday, Tuesday and Thursday from 9.30am to 1pm and 2pm to 5.30pm, Wednesday and Friday from 9.30am to 1pm