NDA Template for Client Data Access (UK 2025)
Last updated: February 2025
When You Need This Contract
Client data NDAs protect sensitive client information shared with third-party service providers, consultants, or technology partners. The NDA must work alongside GDPR data processing agreements and address the specific handling requirements for different categories of client data. The NDA covers the commercial confidentiality of client data, while the DPA covers the personal data processing obligations. Both documents should be aligned and cross-referenced.
Key Clauses
- Client data categories with handling requirements for each
- Alignment with GDPR obligations and data processing agreements
- Data minimisation principle requiring access to minimum necessary data
- Processing restrictions limiting use to the agreed purpose only
- Data return, deletion, and certification upon completion
What to Watch Out For
- Not aligning the NDA with parallel GDPR data processing requirements, creating inconsistent obligations
- Granting access to more client data than is necessary for the stated purpose, breaching the data minimisation principle
Sample Clauses
- Sample data access clause: 'The Recipient shall have access only to the following categories of Client Data: [specify]. Access is granted solely for the purpose of [stated purpose]. The Recipient shall not access, process, or use Client Data for any other purpose.'
- Sample alignment clause: 'This NDA operates alongside the Data Processing Agreement at [reference]. Where Client Data includes personal data, the obligations in the DPA apply in addition to this NDA. In the event of conflict between this NDA and the DPA regarding personal data, the DPA shall prevail.'
FAQ
Do I need both an NDA and a DPA for sharing client data?
Yes. The NDA covers the commercial confidentiality of all client data including non-personal business information. The Data Processing Agreement is required under GDPR specifically for personal data and covers lawful processing basis, security measures, sub-processing, data subject rights, and breach notification. Use both documents together, ensuring they are aligned and do not create conflicting obligations.
How should the NDA handle different categories of client data?
Define categories with appropriate handling requirements: general business data such as company information may need standard confidentiality. Financial data requires enhanced security. Personal data requires GDPR-compliant processing. Special category personal data such as health information requires additional safeguards. The NDA should specify the handling standard for each category and restrict access based on the principle of minimum necessary data.
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Get Started FreeThis is guidance for UK businesses, not legal advice. Templates are illustrative. Consult a solicitor for complex matters.
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