What are non-disclosure agreements?


If you’re reading this article, it’s possible you’ve been asked by your new employer to sign a non-disclosure agreement (NDA). You may be a bit confused about this as you aren’t working for MI5 and you’ve no immediate plans to slander the prime minister! So why are you being asked to sign one and what does it mean?

Essentially, it’s a document agreeing that you won’t talk about any of your employer’s confidential or sensitive information. Also called a confidentiality agreement, this type of contract is used a fair amount by inventors and entrepreneurs to prevent their ideas being stolen and used by competitors. It’s also used by employers who don’t want their trade secrets being the topic of conversation down the pub.

Do you have to sign it?

You’re strongly recommended to get independent legal advice before signing an NDA. Employers should definitely give you time to do this and some may even provide financial support. The NDA is a legal document so you need to be completely comfortable with it. Your employer can’t force you to sign anything you’re not happy with, but not signing could affect your employment as it may be a requirement of the job, hence the need to gain legal advice before making a decision either way.

What could an NDA include?

The exact content of an NDA and the reasons behind it will vary from employer to employer. However, an NDA will usually include the following basic information:

1. What it is that you’re not allowed to talk about and who you can’t talk about it with.

2. What’s not covered by the agreement and, therefore, what the employer is happy for you to discuss outside of work.

3. How long the agreement is binding for. It could simply cover the period of your employment, but often extends beyond that time.  This is important to clarify because you need to know what you can and can’t say about that role during any future job interviews.

4. What the consequences are if you break the agreement.  Depending upon the severity of the breach, you could be taken to court and ordered to stop sharing information. You may even risk having to pay damages or serving time in prison. It’s important to mention that, if you believe your employer is engaged in illegal activity, an NDA doesn’t prevent you from talking to the police.

Warning signs in an NDA

If the language or scope of the NDA seems a bit vague or ambiguous, it’s sensible to ask for this to be clarified and tightened up as it’s important for you to know what you can and can’t do.

Look at the breach consequences, if they appear a bit harsh in comparison to the severity of the breach, ask yourself if it’s worth negotiating or just walking away. You’re also better off not agreeing to an NDA that holds you responsible for a breach by a colleague or third party.

Is the scope of the NDA too oppressive? If you have any concerns, it’s okay to chat these over with the employer before you sign anything.

Being asked to sign a non-disclosure agreement shouldn’t be anything to worry about, but always get advice first and never sign anything you’re not happy with.  Keep a copy of the agreement so you can check what you’ve signed should there be any dispute in the future. Check out these websites to find out more:

Employment Law Firms

Harper James Solicitors

Source: HN Global