A UK non-disclosure agreement cannot lawfully stop you reporting crime or wrongdoing. Before you sign one, read what it restricts, get independent advice, and push back on wording that goes further than the law allows.
What you need before starting
Non-disclosure agreements, often called NDAs, gagging clauses or confidentiality agreements, are back in the news. Coverage of high-profile abuse cases in entertainment brought them to public attention, and the Independent now reports that their use is not limited to celebrities: it says gagging orders are also common in Westminster. The paper does not give a full count of how many exist in political workplaces, and that figure is not publicly known.
This guide is for anyone in the UK who has been asked to sign one. That might be at the start of a job, when leaving a job, or as part of a settlement after a complaint. Before you begin, collect:
- The full draft agreement, including any schedules or attachments it refers to.
- Your employment contract and staff handbook, because confidentiality terms are often in more than one document.
- A written timeline of the events behind the agreement, if it follows a dispute or complaint.
- Any deadline you have been given to sign.
- The contact details of a solicitor, trade union representative or advice service.
Don’t sign anything on the day you receive it. If someone pressures you to sign straight away, write that down.
Read exactly what the agreement restricts
Read the agreement slowly, clause by clause. Pick out three things: what information is covered, who you are barred from telling, and how long the restriction lasts. Some clauses only protect genuine business information, such as client lists, pricing or unreleased products. Others are much broader and cover “any matter relating to your employment” or the existence of the agreement itself.
Look out for clauses that:
- Stop you talking about how you were treated, not just about commercial information.
- Forbid “derogatory” or “disparaging” comments, with no definition of those words.
- Have no end date.
- Make you repay money if you break the agreement.
- Require you to deny that a dispute ever took place.
Mark each clause you don’t understand. These are the questions to take to an adviser.
Identify the disclosures the law always protects
In UK law, some disclosures cannot be blocked by contract, whatever the agreement says. A clause that tries to block them is generally unenforceable to that extent. Under whistleblowing law, an agreement cannot stop a worker making a protected disclosure about matters such as crime, danger to health and safety, or a breach of legal obligations, as long as it is made in the way the law sets out. Reporting a criminal offence to the police is also protected.
Regulators have weighed in as well. The Solicitors Regulation Authority has warned lawyers against drafting NDAs that improperly stop people reporting misconduct to regulators or law enforcement. Acas, the workplace advisory service, publishes guidance explaining that NDAs should not be used to stop people reporting discrimination, harassment or whistleblowing concerns.
The law in this area has been changing. Check current guidance from Acas or a solicitor rather than assuming the rules are the same as they were a few years ago. If the agreement doesn’t say which disclosures remain allowed, ask for that to be written in.
Get independent legal advice
If the NDA is part of a settlement agreement ending an employment dispute, the settlement is normally only binding on employment claims if you have had advice from a relevant independent adviser. That is usually a solicitor, a certified trade union official or a qualified advice worker. The adviser has to be named in the agreement.
Employers often pay a contribution towards this advice. Ask about it in writing. Even if the NDA has nothing to do with a settlement, it is still worth getting advice, because a short consultation can show whether a clause is standard or unusually wide. Bring your marked-up copy and your timeline, and ask the adviser to explain in plain terms what you could and could not say once you have signed.
Negotiate the wording
You can usually negotiate an NDA, especially at the end of employment. Common requests include:
- Narrowing the definition of confidential information to genuine commercial material.
- Adding a clause that lists permitted disclosures: police, regulators, medical professionals, legal advisers, close family, and any route protected by law.
- Making a non-disparagement clause mutual, so it binds named senior staff as well as you.
- Agreeing a set reference and a shared statement about why you left.
- Removing or capping clauses that make you repay money.
Make all requests in writing, ideally through your adviser. Keep every version of the draft so you can see what changed.
Keep records and know where to turn later
Once you have signed, keep a copy of the final agreement somewhere private and secure, along with your notes and the advice you were given. If you later need to raise a concern, start by checking the permitted-disclosures clause. If you are unsure, speak to an adviser before you say anything publicly. Disclosing to the right body, such as a regulator or the police, is treated very differently from posting on social media.
Mistakes people actually make
- Signing under time pressure. Short deadlines are common, and asking for more time is reasonable.
- Assuming every clause is enforceable. Many people believe an NDA silences them completely, when the law protects certain reports regardless.
- Assuming no clause is enforceable. The opposite mistake. Breaking a valid confidentiality term can lead to a claim for repayment or damages.
- Ignoring the employment contract. Confidentiality duties in the original contract may still apply after a new agreement is signed.
- Taking the employer’s summary at face value. What someone tells you an agreement means is not what binds you. The written text is.
- Losing the paperwork. Without the final signed version, it is hard to show what you agreed.
When this approach is the wrong choice
This guide covers the basic checks for an individual in England, Wales or Scotland. It won’t be enough in some situations:
- If you have experienced a crime, such as assault, report it to the police or a specialist support service first. An NDA cannot lawfully stop you doing that.
- If you are being asked to sign as an employer or manager, you need advice on drafting lawful agreements, not on reviewing one.
- If the agreement is governed by the law of another country, UK protections may not apply in the same way.
- If a tribunal claim is already under way, or a time limit to bring one is close, get urgent legal advice rather than working through a checklist.
- If you work in Northern Ireland, employment law there differs in places. Check local guidance.
Frequently asked questions
Can an NDA stop me reporting harassment in the UK?
No. An NDA cannot lawfully stop you reporting a crime to the police or making a protected whistleblowing disclosure in the way the law allows. Regulators and Acas have both said NDAs should not be used to silence reports of harassment or discrimination. A clause that tries to do this is generally unenforceable to that extent, but other parts of the agreement may still apply, so get advice.
Do I have to sign an NDA when leaving a job?
You are not legally required to sign one. However, an employer may only offer a settlement payment or an agreed reference if you accept confidentiality terms. You can refuse, ask for changes, or ask for more time. If the NDA is part of a settlement agreement, you normally need advice from an independent adviser for the settlement to be binding on employment claims.
Who pays for legal advice on a settlement agreement?
Employers often contribute towards the cost of independent advice when they offer a settlement agreement, because the agreement is normally only binding on employment claims once that advice has been given. The amount varies and isn’t fixed by law. Ask your employer in writing what they will contribute, and check with the adviser whether that covers the full review.
What happens if I break a confidentiality agreement?
If the clause is valid and you break it, the other side may sue you for damages or try to recover money paid under the agreement. That is why it matters to know which disclosures are protected and which are not. Speaking to the police, a regulator or a legal adviser is treated very differently from public statements. Check the permitted-disclosures clause first.
Sources and further reading
- The Independent, for its reporting on gagging orders in Westminster and in the wider workplace.
- Acas, for its published guidance on how non-disclosure agreements can and cannot be used at work.
- Solicitors Regulation Authority, for its warning notice to lawyers on the improper use of NDAs.
- UK government employment guidance, for information on settlement agreements and whistleblowing protections.
Surfaced from the google:GB signal “gagging clauses in workplaces”. AI-assisted draft, editorially reviewed.
