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Before you share a business idea, enter a negotiation, or bring in a new partner, you need to know your confidential information is protected. A well-drafted NDA does exactly that. It defines what stays private, how it can be used, and what happens if things go wrong. Our commercial solicitors draft, review, and negotiate NDAs and confidentiality agreements for businesses of all sizes, quickly and without the fuss.
Get a free, no-obligation chat with our commercial team, call us on 02920 829 100 or use our Contact us form.
Excellent rating by Review Solicitors | Ranked in Legal 500 and Chambers & Partners.
Confidential information is one of your most valuable business assets. Your pricing strategy, your client lists, your product development plans, your financial data. Once that information is out, you can’t get it back. And without a properly drafted NDA in place, proving that someone misused your confidential information is far harder than it should be.
A standard template downloaded from the internet might look fine on the surface. But generic agreements frequently miss the specific protections your business needs, use definitions that are too narrow to cover what actually needs protecting, or include clauses that simply won’t hold up if the matter ends up in front of a court.
We draft NDAs and confidentiality agreements that are built around your business and your situation. We work quickly, we explain what the key provisions mean in plain English, and we’ll flag any clause in someone else’s NDA that creates a real risk for you before you sign.
Whether you’re entering a new business partnership, discussing a potential acquisition, onboarding a contractor, or protecting a product idea before you take it to market, we can help.
If you’re sharing confidential information and there’s no agreement in place, we can draft one quickly. We’ll talk through what you need to protect, what purpose the disclosure serves, and what restrictions make sense given your situation, then produce a legally sound agreement that reflects all of that. We draft both one-way (unilateral) and mutual NDAs depending on whether one or both parties are disclosing information.
Being handed someone else’s standard NDA and told it’s non-negotiable is a familiar situation. It’s rarely as non-negotiable as it sounds. We’ll review the agreement, identify the clauses that carry real commercial risk, and tell you what to push back on. Some provisions that look standard can severely restrict your future activities or expose you to liability in ways that aren’t immediately obvious.
Once we’ve identified the issues, we’ll negotiate on your behalf. The goal is an agreement that protects the other party’s legitimate interests without creating unnecessary risk or restriction for your business. We focus on market practice and commercial reality, which means we avoid prolonging negotiations over points that genuinely don’t matter.
NDAs are often part of a broader commercial arrangement. A joint venture agreement, an employment contract, or a service agreement might all include confidentiality provisions that need to work alongside a standalone NDA. We advise on confidentiality in the context of wider agreements to make sure your protection is consistent and complete.
If someone has breached a confidentiality obligation, you need to act quickly. We advise on your legal options, including applying for an injunction to stop further disclosure and pursuing damages for any loss you’ve suffered. Speed matters in these situations, so if you think an NDA has been breached, call us as soon as possible.
Not all NDAs are equal. If you’ve been presented with an NDA that seems unusually broad, or if you’re unsure whether an existing agreement is enforceable, we can advise. An NDA that’s too vague, too restrictive, or that tries to prevent disclosures protected by law may not hold up. We’ll give you a straight assessment of where you stand.
Choosing the right commercial solicitor for your NDA matters more than it might seem. You want someone who turns things around quickly, understands your business, and gives you clear advice rather than a document full of caveats.
We’re the only commercial law firm with offices in both South and North Wales offering full Welsh language legal services at every level, from trainees right through to partners. If you need an NDA or confidentiality agreement drafted or reviewed in Welsh, you’ll find that capability right across our team.
When you get in touch, you speak to the solicitor handling your matter. No gatekeepers, no handoffs. You’ll have their direct number and email throughout, and they’ll know your business and your situation without you having to explain it again each time.
Commercial, employment, corporate, and dispute resolution: we work across departments. If your NDA touches on IP, employment restrictions, or a potential dispute, you get joined-up advice from a team that talks to each other, without you having to manage multiple firms.
NDAs are often time-sensitive. A deal won’t wait. We’re set up to move quickly, and our flexible approach means you won’t be waiting days for a response when a deal is on the line.
We get to know our clients and their businesses properly. That means when you come back to us with a new NDA or a more complex confidentiality question, we already understand your context and your risk appetite. We’re not starting from scratch every time.
You’ll always get the full picture from us. If an NDA has a clause that creates a real problem for your business, we’ll tell you directly and explain why, not bury it in a three-page advice note. Practical, honest guidance you can act on.
NDA law in the UK has changed recently. The Victims and Prisoners Act 2024 introduced new rules around what NDAs can and cannot be used to prevent, which came into force in October 2025. We keep our advice current and we’ll make sure any agreement we draft reflects the latest legal position.
Over 20 years of Commercial experience | Excellent rating by Review Solicitors | Ranked in Legal 500 and Chambers & Partners.
We start with a conversation. You tell us what you need to protect and why. We’ll tell you what type of agreement makes sense, what it should cover, and what it’ll cost. No charge and no commitment for that first call.
Good NDAs are specific. We take the time to understand what information genuinely needs protecting, what the purpose of the disclosure is, and what restrictions are commercially realistic. That shapes the agreement, which is why our NDAs hold up better than generic templates.
We know deals and negotiations don’t always run to a convenient timetable. We work efficiently and keep you informed. If we need to turn something around fast, let us know and we’ll do what we can to accommodate that.
If the other side has concerns or pushes back on terms, we’ll handle that negotiation professionally and pragmatically. The goal is a signed agreement that works for everyone, without dragging out the process over points that don’t carry real commercial significance.
We’re upfront about costs before we start. For straightforward NDAs, a fixed fee often makes sense. We’ll agree the arrangement that works best for your situation before we do any work. No surprises.
There's a tremendous amount of very knowledgeable and proficient lawyers within the practice. They are very skilled in commercial law with various specialised lawyers able to tackle any problem.
Chambers and Partners
With lawyers who are conversant across both transactional and commercial contract matters, the ‘flexible and responsive’ team at Darwin Gray LLP remains a very popular choice among SMEs based in South Wales and the South West of England.
Legal 500
NDA law in England and Wales changed significantly on 1 October 2025, when provisions of the Victims and Prisoners Act 2024 came into force. These changes clarify and strengthen the restrictions on what NDAs can legally prevent someone from disclosing. NDAs cannot prevent a person from reporting criminal conduct to the police, making a protected disclosure under whistleblowing law, or reporting concerns to a regulator. Any clause in an NDA that attempts to do those things is unenforceable.
These changes apply to NDAs signed on or after 1 October 2025. NDAs signed before that date are subject to the previous rules, though courts have always taken a dim view of agreements that appear designed to cover up wrongdoing rather than protect legitimate commercial interests.
We ensure every NDA we draft reflects the current legal position. If you have an existing NDA and you’re unsure whether it remains effective following these changes, we can advise.
An NDA is a legally binding contract in which one or both parties agree not to disclose certain confidential information to third parties. It defines what information is confidential, who it can be shared with, what it can be used for, and how long the obligation lasts. NDAs are used in a wide range of business situations, from protecting ideas shared with potential investors, to managing sensitive information during an acquisition, to ensuring contractors don’t pass on trade secrets to competitors.
In practice, the terms are used interchangeably. Both refer to a contractual obligation to keep information private. Some people use “confidentiality agreement” as the broader term (covering obligations embedded in employment contracts or wider commercial agreements) and “NDA” as the term for a standalone document. The legal effect is the same: the party receiving the information is bound not to disclose or misuse it.
You don’t have to use a solicitor, but it’s worth it. A generic template is unlikely to be specific enough to your situation, and poorly drafted NDAs are regularly found to be unenforceable or fail to cover the information that actually needs protecting. A solicitor can make sure the agreement defines confidentiality correctly for your specific context, uses the right structure (unilateral or mutual), and includes provisions that will hold up if there’s a dispute. We work efficiently and the cost of getting it right is usually small compared to the cost of a breach.
A well-drafted NDA should clearly define: what information is confidential; who is receiving it and for what purpose; who the recipient is permitted to share it with (if anyone); how long the obligation lasts; what happens to the information if the project doesn’t proceed; and what the consequences of a breach are. It should also set out exceptions, such as information already in the public domain or information the recipient already held independently. Getting these definitions right is where generic templates most often fall short.
Breaking an NDA is a breach of contract. If the breach is discovered, the party whose information was disclosed can take legal action. The most common remedies in England and Wales are an injunction (a court order to stop further disclosure) and damages (financial compensation for any loss caused by the breach). In some cases, the court may also order an account of profits if the breaching party has benefited financially from the disclosure. If an NDA breach also involves a criminal act, such as theft of trade secrets or data protection violations, there may be additional consequences beyond the civil claim.
Not necessarily. UK courts assess whether confidentiality obligations are reasonable given the circumstances. An NDA that tries to prevent disclosure of information that is already public, that imposes restrictions far beyond what’s needed to protect a legitimate commercial interest, or that attempts to silence someone from reporting criminal conduct or making a protected disclosure, may be wholly or partially unenforceable. This is why getting the drafting right matters. A well-calibrated NDA is more likely to be enforced, and less likely to generate a costly dispute about its validity.
A unilateral NDA covers a situation where only one party is disclosing confidential information. The other party agrees not to disclose or misuse it, but has no similar obligation going back the other way. A mutual NDA is used when both parties are sharing confidential information with each other and both want protection. Mutual NDAs are common in joint venture discussions or merger negotiations. Choosing the right type matters practically: a unilateral NDA may need to be executed as a deed to be enforceable in some circumstances. We’ll advise on which type is right for your situation.
It depends on what the agreement says. Most NDAs specify a fixed period, often two to five years, after which the obligation lapses. Some obligations, particularly around trade secrets, may be expressed to last indefinitely, or until the information enters the public domain. When agreeing the duration, it’s worth thinking about how long the information is genuinely commercially sensitive. Overly long durations can be challenged. We’ll help you agree a period that’s reasonable and defensible.
No. Under changes introduced by the Victims and Prisoners Act 2024, which came into force in October 2025, NDAs cannot prevent someone from reporting criminal conduct to the police, making a protected disclosure under whistleblowing legislation, or raising concerns with a regulator. Any clause in an NDA that purports to do this is unenforceable. These protections existed to varying degrees before the new law, but the 2024 Act put them on a clearer statutory footing. If you’ve signed an NDA and you’re unsure whether it prevents you from doing something you have a legal right to do, get advice.
For a straightforward NDA, we can usually turn around a first draft within a few working days. If something is genuinely urgent, tell us and we’ll try to accommodate that. We work efficiently because we know commercial negotiations don’t always run to a convenient schedule.
Yes. We’re based in Wales with offices in Cardiff and North Wales, but we advise businesses across England and Wales. Most NDA work is handled by phone, video call, and email, so your location isn’t a barrier to working with us.
We advise businesses on NDAs and confidentiality agreements across England and Wales. Our offices are in Cardiff and North Wales, but most of this work is handled remotely by phone, email, and video call, so wherever you’re based you’ll get the same responsive, direct service.
We’re particularly well-placed to advise Welsh businesses and Welsh-speaking clients. If you need an NDA drafted or reviewed in Welsh, we can do that.
Head Office (Cardiff)
9 Cathedral Road, Cardiff, CF11 9HA
North Wales Office
Unit F12, InTec, Ffordd y Parc, Parc Menai, Bangor, LL57 4FG
Whether you need an NDA drafted before a key meeting, reviewed before you sign, or enforced after a breach, we can help. Get in touch for a free, no-obligation chat and we’ll tell you exactly what you need.
Get a free, no-obligation chat with our commercial team, call us on 02920 829 100 or use our Contact us form.
Or visit us at our Cardiff or North Wales offices.
To speak to one of our experts today, please contact us on 02920 829 100 or by using our Contact Us form for a free initial chat to see how we can help.
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