What is a confidentiality clause or agreement?

Confidentiality in employment situations

Confidentiality clauses (also known as ‘gagging’ clauses) are often found in employment contracts for employees who have access to important business information. They might also be in other commercial contracts that give a party access to important information that the other party wants to keep secret. They are usually in place to protect genuine business interests.

They are also common in settlement agreements. Settlement agreements can be used to bring employment to an end if there has been a dispute between you and your employer. When this happens, it usually means that the employee leaving the business is not allowed to tell anyone about the details of the settlement agreement. They can also be stopped from telling anyone that an agreement has been made.

Other confidentiality agreements

There are also agreements that are just about confidentiality. These are often called ‘confidentiality agreements’ or ‘non-disclosure agreements’. They can be used when two parties wish to work together, but one party wants to share information that it wants to keep confidential for legitimate business reasons. 

Confidentiality clauses and agreements should use clear terms. Both parties should understand the terms. The clause should be relevant to the issues or claims likely to arise. You should be given enough time to read and understand any clause or agreement given to you. You should have the chance to obtain advice.

What can a confidentiality clause or agreement be used for?

Confidentiality clauses or agreements can be used to:

  • protect the confidential information of a business 
  • protect intellectual property
  • prevent you from disclosing details of a settlement 
  • prevent you from disclosing that a settlement has taken place 

What can a confidentiality clause or agreement not be used for?

Confidentiality clauses or agreements can’t be used to:

  • try and cover up potential crimes. Or to stop you or someone else reporting them to the police
  • try to prevent you making a protected disclosure (known as ‘whistleblowing’)
  • stop you giving information to public authorities or certain regulators
  • keep something confidential that is not legally allowed to be kept confidential
  • try to prevent you from disclosing something you are legally required to disclose
  • reporting a crime to the police 

You should never be put under pressure to sign a confidentiality clause or agreement. You shouldn’t be made to feel that you have to sign it. You should always be given a written copy of the agreement. 

What is whistleblowing?

Whistleblowing is when you raise concerns about certain types of wrongdoing in the public interest. These certain types of wrongdoings are known legally as ‘protected disclosures’. Whistleblowing is not only about concerns that affect you personally. Depending on the facts, it can cover issues such as criminal offences, miscarriage of justice , health and safety risks. It could be about other serious wrongdoing.

If what you say amounts to a protected disclosure, the law may protect you from being dismissed or treated badly because you raised the concern. A confidentiality clause cannot remove that protection.

From 6 April 2026, concerns raised about sexual harassment are expressly treated as protected disclosures under whistleblowing law. This means you may have protection from dismissal or other negative treatment for raising that concern. The legal test for whistleblowing needs to be met.

Whistleblowing law can be complicated. Not every concern will qualify. The position can depend on what you reported, who you reported it to, and if the legal test is met. If you are unsure, it can help to seek more information or legal advice.

Where can I get advice if I am asked to sign a confidentiality clause or agreement?

If you have been asked to sign a confidentiality agreement or clause, you may want to contact a legal adviser. They can review it for you and give you advice about whether or not you should sign it. They will also be able to let you know if the clause or agreement is trying to be used for something it shouldn’t be used for.

If you are asked to sign a settlement agreement at work, your employer should make sure you receive independent legal advice. This should be from someone who is authorised to provide this. This might be a lawyer or a trade union representative. In some cases, ACAS can also help you negotiate these settlements.

If you are unsure, make sure you get legal advice about what you’re signing first. Always ask for a copy, and remember that the clause or agreement can’t stop you speaking up about a criminal act or whistleblowing.

Other sources of help