Non-Disclosure Agreement (NDA) in the UK
A UK confidentiality agreement cannot buy silence about wrongdoing. Section 43J of the Employment Rights Act 1996 voids any clause purporting to stop a worker making a protected disclosure, and section 17 of the Victims and Prisoners Act 2024 voids clauses stopping a victim of crime speaking to the police, a lawyer, a regulator or a support service. A broader ban covering workplace harassment sits in section 202A of the 1996 Act, but that section is in force only for specified purposes.
Governing law
There is no single UK statute governing NDAs. Confidentiality is contractual and equitable, supported by the Trade Secrets (Enforcement, etc.) Regulations 2018, and cut back by statutory anti-gagging provisions in the Employment Rights Act 1996 and the Victims and Prisoners Act 2024.
What a non-disclosure agreement (nda) has to contain in the UK
Any provision in a worker's agreement is void in so far as it purports to preclude the worker from making a protected disclosure. The section applies to employment contracts and to agreements to refrain from bringing proceedings.
A provision is void in so far as it purports to preclude a victim of crime from disclosing information to law enforcement, a qualified lawyer for advice, a regulated professional, a victim support service, a professional regulator or the Criminal Injuries Compensation Authority. The permitted disclosure list was extended on 12 December 2025.
Section 202A of the Employment Rights Act 1996 would void provisions preventing a worker alleging or disclosing relevant harassment or discrimination, or an employer's response to it, subject to excepted agreements meeting conditions the Secretary of State must set by regulations. legislation.gov.uk records it as inserted on 6 January 2026 for specified purposes only.
Information qualifies as a trade secret only where it is secret in the sense that it is not generally known among or readily accessible to persons within the circles that normally deal with that kind of information, has commercial value because it is secret, and has been subject to reasonable steps to keep it secret. The Regulations extend to the whole United Kingdom.
What catches drafters out
Assuming section 202A already voids harassment NDAs. As at 3 September 2026 it is inserted for specified purposes only, and the conditions for a valid excepted agreement still depend on regulations that have to be made, so a settlement agreement drafted against that regime is drafted against something not yet operative.
Treating a blanket confidentiality clause as fully enforceable. Both section 43J of the Employment Rights Act 1996 and section 17 of the Victims and Prisoners Act 2024 operate to void the clause only in so far as it bites on a protected or permitted disclosure, so the rest survives and the drafter is left with a clause that overstates what it can do.
Relying on the NDA alone to protect a trade secret. Regulation 2 requires reasonable steps to keep the information secret, so the status depends on surrounding practice as much as on the document.
Non-Disclosure Agreement (NDA) in the UK: common questions
- Can a UK NDA stop someone reporting wrongdoing?
- No. Section 43J of the Employment Rights Act 1996 makes any provision in a worker's agreement void in so far as it purports to preclude the worker from making a protected disclosure. Section 17 of the Victims and Prisoners Act 2024 does the same where a victim of crime discloses to law enforcement, a qualified lawyer, a regulated professional, a victim support service, a professional regulator or the Criminal Injuries Compensation Authority. Those provisions bite whatever the agreement says.
- Are NDAs about workplace harassment banned in the UK?
- Not fully, yet. Section 202A of the Employment Rights Act 1996, inserted by the Employment Rights Act 2025, would void provisions preventing a worker alleging or disclosing information about relevant harassment or discrimination, or about an employer's response to it. legislation.gov.uk records it as inserted on 6 January 2026 for specified purposes only, and the conditions for an excepted agreement still have to be set by regulations.
- What counts as a trade secret in the UK?
- Regulation 2 of the Trade Secrets (Enforcement, etc.) Regulations 2018 sets three conditions: the information is secret in the sense that it is not, as a body or in the precise configuration and assembly of its components, generally known among or readily accessible to persons within the circles that normally deal with the kind of information in question, it has commercial value because it is secret, and it has been subject to reasonable steps to keep it secret by the person lawfully in control of it. Those Regulations extend to the whole United Kingdom.
Sources
Every statement on this page is drawn from one of these. All were fetched on .
The same document elsewhere
Other UK documents
Non-Disclosure Agreement (NDA): the jurisdiction-neutral guideBack to Document Library