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Confidentiality Clause in UK Contracts: What It Means & Example Wording

A confidentiality clause (also known as a non-disclosure obligation) requires one or both parties to keep specified information secret and not to use it for any purpose other than the agreed one. In UK law, there is a common law duty of confidence, but a well-drafted contractual clause provides much clearer protection by defining exactly what information is covered, how it may be used, and what happens if there is a breach.

Last updated: February 2025

When to Include a Confidentiality Clause

In every employment contract to protect trade secrets, client lists, financial data, and business strategies
In commercial agreements where one party shares proprietary information such as pricing models, technical specifications, or business plans
In pre-contractual negotiations (via a standalone NDA) where sensitive information is exchanged before a deal is finalised

Example Wording

The Receiving Party shall treat as confidential all Confidential Information disclosed by the Disclosing Party, shall not disclose it to any third party without prior written consent, and shall not use it for any purpose other than the Purpose. 'Confidential Information' means all information (whether written, oral, or in electronic form) relating to the business, affairs, customers, clients, suppliers, plans, finances, or trade secrets of the Disclosing Party, but excludes information that: (a) is or becomes publicly available other than through breach of this agreement; (b) was already known to the Receiving Party before disclosure; or (c) is required to be disclosed by law or regulation. Note: This is illustrative wording only and should be tailored by a qualified legal professional.

This example wording is illustrative only. Customise it to your specific circumstances and consider seeking legal advice.

Is a Confidentiality Clause Enforceable in the UK?

Confidentiality clauses are generally enforceable in the UK, both during and after a relationship, provided they are clear about what constitutes confidential information. Even without a contractual clause, UK common law (Coco v AN Clark (Engineers) Ltd [1968]) provides protection for information shared in confidence. However, relying on common law alone is risky because the claimant must prove the information had the necessary quality of confidence. A well-drafted clause removes ambiguity and allows for injunctive relief and damages in the event of breach.

Common Mistakes

Defining confidential information too broadly (e.g., 'all information') without proper exclusions, which courts may find unreasonable
Failing to include standard carve-outs for information already in the public domain, independently developed, or required to be disclosed by law
Not specifying the duration of the obligation — without a time limit, courts may imply a reasonable period, which may not align with the parties' expectations

FAQ

How long does a confidentiality clause last after leaving a job in the UK?

There is no standard duration. Many employment contracts specify confidentiality obligations that survive indefinitely for trade secrets, and for a defined period (often 2-5 years) for other confidential information. If the contract is silent on duration, courts will imply a reasonable period based on the nature of the information.

Is a confidentiality clause the same as an NDA?

Not exactly. An NDA (non-disclosure agreement) is a standalone contract focused entirely on confidentiality. A confidentiality clause is a single term within a larger contract (such as an employment or commercial agreement). They serve the same purpose but differ in format and context.

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This is guidance for UK businesses, not legal advice. Example wording is illustrative. Consult a solicitor for complex matters.

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