What are NDAs?
A non-disclosure agreement, or NDA, is a legal agreement. It states that certain information must be kept confidential.
NDAs can appear at different stages of your working relationship. They are often used at the start of employment. This could be to protect confidential business information. Or for things like client lists, pricing, financial information or trade secrets. They can also be used at the end of employment. They may be included in a settlement agreement. This would be to keep certain parts of a dispute or settlement private, beyond the terms of the employment relationship.
They can include confidentiality wording. But that confidentiality restriction is limited. Even if you sign a settlement agreement, the law may still allow you to:
- report wrongdoing
- speak to the police
- raise concerns protected by whistleblowing law.
NDAs or confidentiality clauses often appear in:
- employment contracts
- settlement agreements
- agreements reached through Acas conciliation. Commonly referred to as a COT3 agreement
- stand-alone confidentiality agreements
If an NDA is lawful and clearly drafted, it can be enforceable. In simple terms, that means the parties are expected to keep the promises they have made. But, if a clause goes beyond what the law allows, a court may decide that it is unenforceable. This could be in whole or in part.
What can NDAs cover?
NDAs can cover a number of things, such as the below:
- confidential business information, like trade secrets, financial data or client information
- how confidential information should be stored, handled, returned or deleted
- the fact that a settlement has been reached
- some of the terms of a settlement agreement. This might be details of any payments made by the employer to the employee
- waiver of certain legal claims, where the legal requirements for settlement are met
- non-derogatory or non-disparagement wording. This is as long as it does not go further than the law allows.
There may be other things not in this list.
These clauses can be legitimate. If they are used carefully and for a proper purpose. The problem arises when confidentiality wording is drafted too widely. Or used in a way that makes you feel like you can’t report unlawful conduct or getting support.
What cannot be included in an NDA?
As a matter of law, an NDA cannot stop you from doing certain things. For example, it cannot lawfully stop you from:
- whistleblowing
- discussing pay where this is relevant to equal pay
- reporting a crime to the police
- sharing information about a crime to obtain legal advice, professional support or other protected support
What is whistleblowing?
When they make the complaint, they reasonably believe it was made in the public interest. Someone who has blown the whistle is protected in law. They should not suffer detriment or be dismissed. The reason they are protected is because they blew the whistle. An NDA does not take that protection away.
Since 6 April 2026, disclosures about sexual harassment must be expressly treated as protected disclosures under whistleblowing law. This means that you may have protection from dismissal or other negative treatment for making that disclosure. Provided the legal test for whistleblowing is met.
Whistleblowing law is very technical. Not every complaint will count as a protected disclosure. The position can depend on certain things. Things like what you reported, who you reported it to and if the legal test is met. If you are unsure, it can help to get more information or legal advice.
Example: when an NDA goes too far
A broad confidentiality clause does not stop you from raising sexual harassment concerns.
Here is an example. Ian works in a restaurant. There are many high-profile people who visit. When Ian starts the job, he signs a confidentiality agreement. It says he must not share any information about anything that happens to him at work. He also can’t share business operations.
Later, Ian experiences sexual harassment from his senior manager. He worries that the confidentiality wording means he cannot report it internally, speak to the police or get support.
That would be a misuse of the NDA. A confidentiality clause can protect business information. But it cannot lawfully stop you from doing other things. Things like reporting harassment, making a protected disclosure or seeking help where the law allows it. The wording should make that clear. The NDA would not therefore stop Ian from making disclosures about the sexual harassment he suffered. Were he to do so, there would not be a breach of the NDA.
Practical steps
If you are asked to sign an NDA
- Read the confidentiality wording carefully. Ask what information it is there to protect.
- If the clause seems very wide, ask for clarification before you sign it.
- Remember that an NDA does not prevent your legal rights to blow the whistle. It does not stop you reporting crime or obtaining protected support.
- Take independent legal advice before you sign a settlement agreement.
For employers
- Use confidentiality clauses only where there is a clear and lawful reason for doing so.
- Avoid broad wording that could be read as stopping workers from reporting harassment, discrimination or criminal conduct.
- Clearly explain what the confidentiality wording does and does not cover.
- Ensure staff are not pressured into signing an NDA.
- Review template contracts and settlement agreements regularly. They should reflect legal developments.
- Train managers and HR teams so that confidentiality clauses are not presented in a misleading or intimidating way.
Further reform
The law in this area is still changing. Wider reforms under the Employment Rights Act 2025 are expected to take effect in 2027. Although further detail is still to be confirmed.
In simple terms, the reforms are meant to go further than current whistleblowing protections. Right now, the law already stops NDAs from preventing certain protected disclosures. Things like whistleblowing. But it depends on a legal test being met.
The new rules are expected to go further. They will make clauses void where they try to stop people speaking about relevant harassment or discrimination. Or about how an employer responded to those complaints.
That does not mean confidentiality clauses will go away completely. NDAs may still be allowed in some cases. They will need to meet conditions set by future regulations. But you should remain free to speak to certain people and bodies. Such as lawyers, regulators or support services.
NDAs can still play a lawful role. They can used to protect confidential business information and resolve disputes. But they should never be used as a blanket gagging tool.
Other sources of help
If you would like to find out more about how whistleblowing works, GOV.UK has more guidance.
Updated 10 July 2026