NDA drafting services built to hold up in a UK court

One-way and mutual NDAs built to hold up in a UK court, not boilerplate you found online.

Anyone can get an NDA signed. Our NDA drafting services focus on the harder part: one that holds up when a deal goes wrong, which is the only part that matters. Most founders grab a free template when they are about to pitch an investor, brief a contractor or open talks with a partner. The trouble is not that templates are cheap. It is that off-the-shelf wording is written for no one in particular: the scope is too broad, the duration is vague, and there is often no clause saying which country's courts settle a dispute. You find the gaps at the worst possible moment. We draft around your actual situation, who is sharing what, why, and for how long, whether you need a one-way NDA or a mutual confidentiality agreement. UK-only or with a US or EU counterparty, you get a document you can send today and a named adviser who explains every line in plain English before you sign. Fixed price, no hourly surprises.

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What is a confidentiality agreement in the UK, and how is it different from an NDA?

An NDA (non-disclosure agreement) is a contract that stops someone using or sharing information you told them in confidence. You will also see it called a confidentiality agreement. In UK law they are the same thing, so if an investor sends you a "confidentiality agreement", do not panic, it is an NDA by another name. When both sides are sharing, the same document becomes a mutual NDA.

What it is called matters far less than what is inside it. A one-line promise to keep quiet is not worth much when a deal turns sour. What protects you is wording that spells out what counts as confidential, who may see it, how long the duty lasts, and what happens if it leaks. That is the line between an NDA that is merely signed and one a court would actually enforce.

When do you need a non-disclosure agreement in the UK?

You need an NDA any time you are about to share something you would not want a rival, or the whole market, to see. That moment comes up more often than most founders expect:

  • Pitching an investor and showing your numbers, roadmap or cap table
  • Sending a prototype, design or recipe to a supplier or manufacturer for a quote
  • Bringing on a freelancer, contractor or new hire who will see client data or know-how
  • Opening talks with a potential partner, joint venture or buyer
  • Sharing customer lists, pricing or source code with anyone outside the business

Is it overkill for a first meeting? Rarely. A short, fair NDA signed up front looks professional, not paranoid. The trick is sending the right type and keeping it reasonable, so you protect the idea without looking like you are lawyering up over a coffee. Sign it before the information changes hands, because once something is out, no NDA can pull it back.

See also: employment contracts for new hires

Our expertise covers

What our NDA drafting service covers

  • 01

    One-way NDAs

    When only you are sharing, pitching an investor, showing a prototype to a manufacturer, briefing a freelancer, a one-way NDA puts the duty to keep quiet on the other side. We make sure it covers written, spoken and digital disclosures, and carves out anything already public, so it is enforceable rather than overreaching.

  • 02

    Mutual NDAs

    When both sides will share sensitive material, a joint venture, a partnership, an acquisition chat, a mutual NDA binds everyone equally. We balance the wording so neither side is over-exposed, tie it to a clear purpose, and limit who inside each business can see what.

  • 03

    Purpose, duration and return

    The clauses that decide whether an NDA holds up are the practical ones. What the information can be used for. How long the duty lasts, which we keep proportionate, since open-ended terms are for genuine trade secrets only. And what happens to your material once talks end: returned or destroyed.

  • 04

    Employee and contractor confidentiality

    Confidentiality wording for staff and contractors needs care. UK law treats over-broad restrictions as restraint of trade, meaning a clause that stops someone doing their job can be thrown out. We protect your genuine secrets without trying to lock down the ordinary skills a person is entitled to take with them.

  • 05

    Personal data and UK GDPR

    If the confidential information includes customer or employee details, you are also handling personal data under UK GDPR and the Data Protection Act 2018. We flag where your NDA meets your data duties and add wording so the two line up instead of contradicting each other.

  • 06

    The enforceability check

    Before you sign, your adviser walks you through each clause: what it does, where you are exposed, and what to push back on if it is someone else's NDA in front of you. We sense-check scope and duration against what a court would call reasonable. One thing no NDA can do: silence someone reporting a crime or serious wrongdoing in the public interest. Any clause that tries is void.

What should a UK NDA include? (key clauses)

A watertight NDA is more than a promise to stay quiet. These are the parts that decide whether it holds up:

  • Parties and purpose: who is sharing, who is receiving, and the exact reason for it
  • What counts as confidential: covering written, spoken and digital, so nothing slips through a gap
  • Exclusions: what is not covered, like information already public or already known to the other side
  • The duty itself: how the receiving side must protect the information, and who on their team can see it
  • Duration: how long it lasts, usually three to five years, with only genuine trade secrets running longer
  • Return or destruction: what happens to your material once talks end
  • Remedies for breach: what you can do if it leaks, from a court order stopping further use, to damages (money for your loss), to handing over any profit made from it
  • Governing law: which country's courts settle a dispute, the clause off-the-shelf templates almost always miss

Miss any of these and that gap is exactly where a weak NDA fails. Your adviser drafts each part to what a court would call reasonable, then walks you through it in plain English before you sign. Signed is easy. Enforceable is the job.

See also: intellectual property protectionfounders' agreements

One-way vs mutual NDA: which do you need?

It comes down to who is sharing. If only you are handing over sensitive information, you want a one-way NDA (also called unilateral), which puts the duty on the other side. If both of you will swap confidential material, a mutual NDA, also called a mutual confidentiality agreement, covers everyone. Send the wrong one and it shows: a mutual NDA when only you are sharing looks naive, and a one-way NDA when both sides share is hard to enforce. Not sure? Your adviser confirms it on a quick call, so you send the right one first time.

Your situationWhich NDA
Only you are sharing (investor pitch, supplier quote, briefing a freelancer)One-way (unilateral)
Both sides are sharing (joint venture, partnership, acquisition talks)Mutual
A new hire or contractor who will see confidential dataOne-way, or a confidentiality clause in their contract
Not sure yet, or the deal may turn two-wayAsk your adviser before you send it

See also: share transferscompany formation

Why it pays off

Why founders choose us to draft their NDA

  • Enforceable, not just signed

    We build every NDA around what UK courts actually look for: a legitimate interest to protect, reasonable scope, and a proportionate duration. That is the difference between a document that gets signed and one that works when you need it. No copy-paste clauses that quietly sink the whole thing.

  • A named adviser, not a ticket queue

    You deal with one person who knows your situation. They draft the NDA, explain it in plain English, and answer the 'wait, what does this bit mean?' questions before you sign, not after.

  • Fixed price, no hourly surprises

    Our NDA drafting service sits inside a flat monthly plan at £129, £250 or £499, billed rolling with no long tie-in. You know the cost before we start, so a single NDA never turns into an open-ended legal bill.

  • Sent back fast

    Our NDA drafting service turns standard NDAs around within 48 hours, so you are not holding up the conversation that needs them. Genuinely bespoke agreements, think regulated sectors or unusual structures, take a little longer and get the care they need.

  • Risk-free to try

    Every plan comes with a 30-day money-back guarantee. If it is not right for you, you are not tied in. That keeps our focus on getting your NDA right, not locking you into a contract.

  • Works across borders

    Dealing with a US or EU counterparty? Enforcing an NDA abroad depends on getting the governing-law and jurisdiction clauses right from the start. We draft with the other side's location in mind, so the agreement still means something outside the UK.

Types of NDA we draft in the UK

Our NDA drafting services are not one-size-fits-all. Here are the main types we draft and where each fits. It all sits within our wider legal drafting service, so if your deal needs more than confidentiality, the same adviser can pick it up.

Mutual NDA (mutual non-disclosure agreement)

A mutual NDA, sometimes written as a mutual non-disclosure agreement, binds both sides when each will share sensitive material, which is common in a joint venture or acquisition talks. It is the same protection either way, just the name people use day to day.

Employment NDA for staff and contractors

An employment NDA, whether an NDA for employees, a freelancer NDA or a contractor NDA, protects your know-how when you bring people in. We keep the scope reasonable so it holds up, rather than an over-broad clause a tribunal would ignore.

Beyond NDAs: our contract drafting service

Need more than confidentiality? Our contract drafting service covers the commercial agreements that usually sit next to an NDA. From consultancy and service agreements to partnership and shareholder terms, the same team drafts them to the same standard. That contract drafting service also handles website terms and conditions, supplier contracts and the other everyday paperwork a growing business signs. It runs on the same fixed fee and the same plain-English walkthrough as our NDA work, so if a deal needs a bundle rather than a single document, one contract drafting service can cover the lot.

See also: our fixed-fee pricingtalk to a named adviser

How our NDA drafting service works

Our NDA drafting service follows the same simple path every time, so you always know what happens next:

  1. Tell us the deal: who is sharing what, with whom, and why.
  2. We draft your NDA around that, one-way or mutual, and flag anything that needs a decision.
  3. You get a plain-English walkthrough, then any tweaks you want.
  4. Send it the same day. We keep a copy on file and update it if the deal changes.

Most requests are turned around within 48 hours, and it is all handled online.

How we deliver

Four steps from first call to filed.

  • 01

    Discovery

    Understanding your business needs.

  • 02

    Solution Design

    Crafting your custom accounting strategy.

  • 03

    Onboarding

    Quick and easy integration.

  • 04

    Regular Rhythm

    Consistent monitoring and reporting.

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Common questions

Frequently asked questions.

Three to five years from the date you share the information is the usual range, and it covers most commercial situations. Genuine trade secrets, a formula, source code, a pricing model, can be protected for longer, sometimes indefinitely. But a blanket 'forever' NDA on ordinary business information tends to get struck down as unreasonable. We set a duration that fits what you are actually protecting, so it holds up instead of overreaching.

If the terms are reasonable, you have real options. A court can order the other side to stop using or sharing the information, you can claim damages (money to cover your loss), and where they profited from the leak, you can ask them to hand that profit over. None of it works smoothly unless the NDA names the governing law and jurisdiction up front, which is one more thing off-the-shelf templates tend to skip.

Yes, but only if it is drafted for it. A cross-border NDA needs a clear governing-law clause, a chosen place for settling disputes, and wording that stands up in the other side's legal system, not just ours. We draft NDAs that hold up in UK courts and stay enforceable against US and EU counterparties, rather than assuming a UK template will travel.

Our NDA drafting service returns standard one-way and mutual NDAs within 48 hours of your brief. Bespoke agreements for regulated or unusual situations, healthcare data, financial services, deep tech, take about a week. On the Premium Plus plan, standard NDAs are unlimited; bespoke work is quoted per matter so there are no surprises.

Our NDA drafting services are fixed-fee, not hourly: your work sits inside a monthly plan at £129, £250 or £499, billed rolling with no long tie-in, so one NDA never becomes an open-ended bill. Want an NDA quote first? Ask, and you will have the price before we start. Standard one-way and mutual NDAs are covered by your plan; genuinely bespoke agreements are quoted per matter. It is all handled online for founders across the UK, with our team based in London, and every plan has a 30-day money-back guarantee.

Sometimes, for something very low-risk, a free template is fine. The trouble is that off-the-shelf wording is written for no one in particular. It tends to define confidential information too loosely, leave the duration vague, and skip the governing-law clause that makes the thing enforceable, and you only notice once a deal has already gone wrong. We draft around your actual situation and explain every clause, so you know what you are signing. If the other side sends you theirs, our NDA review checks it before you sign, so you are not agreeing to wording an NDA lawyer wrote to suit them. For a full-blown dispute you may still need a solicitor, and we will say so plainly rather than take you past what we do.

Yes, a properly drafted NDA is a binding contract and UK courts will enforce it, as long as the terms are reasonable. That is the catch: an NDA that is too broad, lasts unreasonably long, or tries to gag something the law protects can be cut down or thrown out. And no NDA, however well drafted, can stop someone reporting a crime or serious wrongdoing in the public interest. Get the scope and duration right and it stands up; overreach and it may not. The wording does the work, not the signature.

Word of mouth

What clients actually say.

  1. I’ve had an excellent experience working with Zmartly. Harvey and the team are professional, responsive, and genuinely supportive. They explain things clearly, stay on top of deadlines, and always look for practical ways to save tax and improve…
    Google reviewer land4 success (chill feel good)
    land4 success (chill feel good)Verified Google review · 6 months ago
  2. I’ve used several accountants in the past, but hands down there is no one better than Harvey at Zmartly. He really understands exactly what advice you’re looking for and explains everything clearly and professionally. Nothing ever feels rushed…
    Google reviewer Heena
    HeenaVerified Google review · 4 months ago
  3. I started working with Zmartly Accountants after having serious issues with my previous accounting firm. They were missing deadlines, incorrectly calculating VAT, constantly late, and extremely difficult and frustrating to communicate with. Switching to Zmartly was a huge…
    Google reviewer Jorge Carballo Gomez
    Jorge Carballo GomezVerified Google review · 5 months ago
  4. I've had a terrible experience with multiple accountants. Zmartly have been incredible. If you do ecommerce / Amazon FBA you definitely need to go with someone who understands the complexities with it. Thanks to Harvey and his amazing…
    Google reviewer Sean Barrington
    Sean BarringtonVerified Google review · 6 months ago
  5. Its not easy to find accountants who understand ecommerce especially Amazon and these guys know Amazon very well. Always helps us with advice if they spot something we incorrectly. Super easy to speak with someone if you have…
    Google reviewer Darius Jaselskis
    Darius JaselskisVerified Google review · 6 months ago
  6. I’ve had an excellent experience working with Zmartly. Harvey and the team are professional, responsive, and genuinely supportive. They explain things clearly, stay on top of deadlines, and always look for practical ways to save tax and improve…
    Google reviewer land4 success (chill feel good)
    land4 success (chill feel good)Verified Google review · 6 months ago
  7. I’ve used several accountants in the past, but hands down there is no one better than Harvey at Zmartly. He really understands exactly what advice you’re looking for and explains everything clearly and professionally. Nothing ever feels rushed…
    Google reviewer Heena
    HeenaVerified Google review · 4 months ago
  8. I started working with Zmartly Accountants after having serious issues with my previous accounting firm. They were missing deadlines, incorrectly calculating VAT, constantly late, and extremely difficult and frustrating to communicate with. Switching to Zmartly was a huge…
    Google reviewer Jorge Carballo Gomez
    Jorge Carballo GomezVerified Google review · 5 months ago
  9. I've had a terrible experience with multiple accountants. Zmartly have been incredible. If you do ecommerce / Amazon FBA you definitely need to go with someone who understands the complexities with it. Thanks to Harvey and his amazing…
    Google reviewer Sean Barrington
    Sean BarringtonVerified Google review · 6 months ago
  10. Its not easy to find accountants who understand ecommerce especially Amazon and these guys know Amazon very well. Always helps us with advice if they spot something we incorrectly. Super easy to speak with someone if you have…
    Google reviewer Darius Jaselskis
    Darius JaselskisVerified Google review · 6 months ago
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