Practical legal review of Non-Disclosure Agreements and confidentiality agreements for UK businesses.
Covenant Advisory Group reviews NDAs to help businesses understand what information is protected, how it can be used, who it may be disclosed to, how long obligations last and where contractual risk may arise before the agreement is signed.
NDAs are often signed at the beginning of a commercial relationship, sometimes before the parties have agreed the main transaction. Their apparent simplicity can make important provisions easy to overlook.
If your business is providing sensitive commercial, financial, technical or strategic information, we review whether the agreement gives that information appropriate contractual protection.
If your business is receiving information, we review whether the confidentiality obligations are clear, proportionate and workable for your employees, advisers, group companies and normal operations.
We examine both the protection provided by the NDA and the practical obligations it creates for the parties.
What information falls within the definition and whether the drafting is appropriately scoped.
The purpose for which confidential information may be received, evaluated and used.
Whether information can be shared with employees, advisers, contractors, affiliates and other necessary recipients.
Exceptions for disclosures required by law, regulation, courts or relevant authorities.
How long the obligations continue and whether different treatment is required for particularly sensitive information.
The level of care required when storing, handling and protecting confidential information.
Obligations to return, delete or destroy confidential materials and the treatment of backups and retained records.
Whether disclosure affects ownership, licences or rights in intellectual property and proprietary information.
Whether information remembered by personnel may continue to be used after disclosure.
Whether wider restrictions concerning staff, customers or commercial relationships have been included.
Contractual remedies and provisions concerning injunctions, damages or other consequences of breach.
The governing law, jurisdiction and contractual framework applicable to the NDA.
The appropriate structure depends on who will be sharing confidential information during the proposed relationship or transaction.
One party primarily discloses confidential information and the other primarily receives it. The confidentiality obligations therefore principally protect the disclosing party.
Both parties expect to disclose confidential information and confidentiality obligations apply reciprocally. We review whether those obligations operate appropriately for both sides.
An NDA should not automatically be treated as a harmless preliminary document simply because it is labelled “confidentiality agreement”.
Some agreements contain provisions affecting intellectual property, non-solicitation, exclusivity, liability, warranties or other aspects of the proposed relationship.
Where the NDA forms part of a wider transaction, we can also review the subsequent commercial agreement.
NDAs can arise before a wide range of commercial transactions, negotiations and strategic discussions.
Protecting information exchanged before a commercial contract, procurement exercise or strategic relationship.
Protecting product information, technical materials, software architecture, pricing and commercial strategy.
Confidentiality around financial information, forecasts, business plans and investor discussions.
Protecting commercially sensitive information during proposed acquisitions, investments and business transactions.
Information exchanged while businesses explore collaboration, strategic partnerships or joint ventures.
Confidential information shared with consultants, contractors and other external parties.
We focus on the provisions that matter and explain the practical effect of the agreement before you sign.
Provide the agreement and brief context on the proposed relationship or transaction.
We review the confidentiality obligations and identify material commercial issues.
Where agreed, we provide drafting changes and explain the key provisions requiring attention.
We can support further amendments and counterparty negotiations where required.
Confidentiality agreements are frequently followed by an MSA, SaaS agreement, supplier agreement or another substantive commercial contract.
We can support the wider transaction through our Commercial Contract Review, Master Services Agreement Review and SaaS Contract Review services.
Review of customer, supplier and other business-to-business agreements.
Review and negotiation of MSAs, Statements of Work and related documents.
Ongoing commercial legal support for growing businesses.
A Non-Disclosure Agreement is a contract governing how confidential information may be disclosed, used and protected between parties. It is also commonly referred to as a confidentiality agreement.
The appropriate level of review depends on the agreement and transaction. Even relatively short NDAs can contain important provisions concerning confidentiality, IP, disclosure, duration, liability, governing law or restrictions extending beyond confidentiality.
A one-way NDA primarily protects information disclosed by one party. A mutual NDA is generally used where both parties expect to disclose confidential information to each other.
The appropriate duration depends on the information and circumstances. We review whether the proposed confidentiality period is commercially appropriate and whether particular categories of information require different treatment.
Yes. Depending on the agreed scope, we can provide proposed drafting changes and explain the commercial reasons for those amendments.
We can support negotiation of NDA provisions, review counterparty amendments and help develop commercially workable drafting positions.
Send us the agreement and some context about the proposed transaction. We can discuss the appropriate scope and review approach.