Non-disclosure agreements

An employer might use a non-disclosure agreement (NDA) to stop a worker sharing information.

A non-disclosure agreement can also be known as a 'confidentiality clause'.

It's a written agreement and could be:

• in an employment contract
• in a conciliation agreement (COT3) – written up when an agreement is reached through conciliation
• in a settlement agreement
• in a separate, stand-alone document

A non-disclosure agreement is legally binding and enforceable. This means that the employer and the worker must keep to what's been agreed.

If someone breaks the terms of the agreement, the other party can take them to court for breach of contract. A judge could award them compensation because of the breach.

When a non-disclosure agreement might be used

A non-disclosure agreement might be used during someone's job or after a job ends.

For example, a non-disclosure agreement might be used:

• when someone starts a new job, to protect a company's confidential information
• after a dispute which results in someone leaving a job, to keep details confidential

Using a non-disclosure agreement as part of a settlement agreement

An employer and worker might use a settlement agreement to resolve a dispute at work.

In some cases, employers might also ask a worker to sign a non-disclosure agreement to keep certain things about the settlement agreement confidential.

Keeping the details of a settlement agreement confidential

A non-disclosure agreement might be used if the employer or the worker wants to keep confidential:

• the sum of money agreed in a settlement agreement
• some or all of the other settlement terms
• some or all of the circumstances leading to the settlement agreement

It stops the employer and the worker from sharing the details of a settlement agreement. But they can still tell others that they made an agreement.

Keeping the fact a settlement agreement has been made confidential

The employer or worker might not want others to know they've made a settlement agreement.

But a non-disclosure agreement could include a list of people they can tell about the settlement agreement.

Other reasons for using a non-disclosure agreement

Non-disclosure agreements might also be used:

• to keep an organisation's information confidential
• when an employer needs to protect customer or client identities, intellectual property or other sensitive or important business information
• to keep certain things the worker knows about the organisation confidential
• to stop someone making critical or insulting comments – for example about the employer or worker, specific people in the organisation, the service that an employer provides, or their customers and clients
• to help protect someone if the details of a dispute or dismissal became widely known

When a non-disclosure agreement is not enforceable

In some situations, a non-disclosure agreement is not legally binding or enforceable. This means the employer cannot take someone to court if they break the terms of the agreement.

By law, a non-disclosure agreement cannot stop someone:

• whistleblowing
• discussing their pay with anyone at work for reasons relating to equal pay
• reporting a crime to the police
• sharing information about a crime to get advice and support if they are a victim of crime in England or Wales

English universities and other higher education providers cannot use a non-disclosure agreement to stop workers disclosing:

• sexual misconduct, abuse or harassment
• other bullying or harassment

This law came into effect on 1 August 2025.

When a non-disclosure agreement would still be enforceable

If there's a non-disclosure agreement in place, it might still be enforceable for other reasons.

Example of when a non-disclosure agreement would still be enforceable

A worker raises concerns over their organisation's emissions data. They've already signed a non-disclosure agreement which says they:

• cannot report the organisation's emissions data to anyone
• cannot sell the organisation's data to competitors

By law, the employer cannot stop the worker from whistleblowing, even though they've signed an agreement.

However, the worker then sells the organisation's data to a competitor. The employer could now claim that the worker has breached the agreement and take them to court. The judge could award the employer compensation for breach of contract.

Sexual harassment

A non-disclosure agreement must not be used to stop a worker from:

• whistleblowing
• reporting sexual harassment to the police

From 6 April 2026 sexual harassment is a 'qualifying disclosure' under whistleblowing law. This means that by law, whistleblowers who make a sexual harassment disclosure are protected from:

• unfair dismissal – if someone with the legal status of employee is dismissed for whistleblowing, it will be treated as an automatic unfair dismissal
• detriment

Detriment means someone experiences one or both of the following:

• being treated worse than before
• having their situation made worse

Examples of detriment could be:

• they experience bullying
• they experience harassment
• their employer turns down their training requests without good reason
• they are overlooked for promotions or development opportunities
• their employer reduces their hours without good reason

If someone has the legal status of worker, they cannot claim unfair dismissal. But they might be able to claim that being dismissed was a detriment. This is a complicated area of employment law. If you want to take further action you should get legal advice.

Whistleblowers are protected if they suffer a detriment or dismissal from 6 April 2026. This applies even if the sexual harassment or disclosure happened before 6 April 2026.

Example of when a non-disclosure agreement must not be used

Jay works in a hotel where high profile guests often stay. When they started the job, they were asked to sign a non-disclosure agreement. It said, 'you must not discuss anything that is said or happens in the hotel with anyone at all'.

This was to prevent Jay from sharing sensitive business information they overheard at the hotel.

When at work, Jay is sexually harassed by their line manager. Because of the agreement Jay feels they cannot report this to HR. They also think they cannot speak to their family about what has happened.

The employer should not have used this wording in the non-disclosure agreement. They should have made it clear that Jay was only prevented from sharing sensitive business information. They must make it clear that Jay can still whistleblow about sexual harassment and report a crime to the police.

Find out more if you've been sexually harassed at work

Discrimination

A non-disclosure agreement should not be used to stop a worker from reporting discrimination.

Example of when a non-disclosure agreement should not be used

Amara works as an accountant. When they started the job, they were asked to sign a non-disclosure agreement. It said, 'you must not discuss anything that is said or happens at work with anyone at all'.

This was to prevent Amara from sharing sensitive business information.

When at work Amara is subjected to age discrimination by their line manager. They are told they cannot attend any training and are demoted because they are too old. Their manager also keeps telling them they need to retire. Because of the agreement Amara feels they cannot speak to HR or get legal advice about what has happened.

The employer should not have used this wording in the non-disclosure agreement. They should have made it clear that Amara was only prevented from sharing sensitive business information. They should make it clear that Amara can still share information about age discrimination.
 

Find out more about the use of confidentiality agreements in discrimination cases from the Equality and Human Rights Commission

Other times when a non-disclosure agreement should not be used

A non-disclosure agreement should not be used:

• before seeing if another solution can be used instead
• when confidentiality is not needed
• when the need for confidentiality already exists – for example some issues might be already covered by data protection law (UK GDPR)
• to cover up inappropriate behaviour or misconduct, especially if there's a risk of it happening again
• to avoid addressing disputes or problems
• to mislead someone
• if it could cause serious moral or ethical issues
• if it could cause any other negative outcomes or effects
• as a matter of routine