NDAs and Confidentiality agreements

My employer has asked me to sign a confidentiality agreement

You may be asked to sign a confidentiality / non-disclosure agreement before starting a project or entering into employment, to stop business secrets and commercially sensitive information from becoming public.

Confidentiality clauses, sometimes called "NDAs", are also often contained in settlement agreements. These agreements allow the employer and worker to resolve a dispute confidentially without going to a tribunal or court.

Get independent legal advice

As confidentiality agreements place legal restrictions on you it's best to get independent legal advice before signing them. We can advise you on whether you should sign the agreement being offered and what it should contain.

Employers may provide funds to workers to get independent legal advice as it is in their interests that you fully understand what you are agreeing to.

Make sure that confidentiality works for you

A good confidentiality agreement meets the needs of both parties. It's important that you understand what you are agreeing to and what rights you cannot be asked to opt out of.

If you have concerns, raise them before signing the agreement. You cannot be forced to agree confidentiality arrangements if you do not accept the terms on offer.

Any confidentiality agreement must work for you in the future. This means knowing:

• who you can talk to (including family members and some professionals)
• if there are any time limits on the confidentiality
• how you can talk about your role in future job interviews

What confidentiality agreements cannot stop you from 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 are not given reasonable time to think about the confidentiality clauses and/or to get independent legal advice.

You should always ask for a copy of the agreement, so you have a record of what has been agreed.

Confidentiality clauses cannot be used to stop whistleblowing in the public interest. Please be aware that whistleblowing law is complicated, and we can advise on each case.

Oct 2019