Getting to Grips with the Purpose of an NDA
A Non-Disclosure Agreement – or confidentiality agreement as it’s also known – has one main job: to keep sensitive information in the right hands. These agreements are used by loads of businesses in the UK – from tech startups and manufacturers to recruitment firms and investors, to make sure that confidential data isn’t leaked or shared with people it shouldn’t be.
But this is a question that’s bugging a lot of people: how long should an NDA last?
Typical Duration of an NDA in the UK
There is no one-size-fits-all answer to this one. The length of time an NDA should last is going to depend on what kind of information is being shared, the industry you’re in, and why you’re sharing the information in the first place.
In most business-to-business situations in the UK:
- 2 to 5 years is the usual length of time for general business info.
- Up to 10 years might be justified for things like intellectual property, technical know-how, or trade secrets.
- As long as it takes is possible in cases where the information is still commercially valuable long-term, so long as it’s reasonable and justifiable.
Darwin Gray LLP, a top-notch commercial and employment law firm that’s part of the Welsh Government Commercial Delivery Framework and also a registered supplier on Sell2Wales, often advises clients on drafting NDAs with timeframes that suit their specific business needs and risks.
Finding the Right Balance
A good NDA needs to get the balance just right between protecting your info on the one hand and being sensible on the other. Businesses will want to keep info safe for as long as they can, but if they’re asking for too much, it’s unlikely a court will enforce it.
In the UK, the general principle is that confidentiality obligations should only last as long as they need to to protect legitimate business interests. Once that info becomes public or stops being commercially valuable, you might not be able to enforce any longer restrictions.
The solicitors at Darwin Gray, who have been highly rated in the Chambers UK 2025 guide for corporate, employment, and restructuring law, will help their clients figure out what’s realistic and what works for them.
What Affects the Length of an NDA?
So, how long should a non-disclosure agreement last? Here are some things you should consider:
- What kind of info are you sharing? – Technical data or trade secrets might need longer protection than general business chats.
- Why are you sharing the info? – If it’s just for a negotiation, it might only need to be protected for as long as the deal is being finalised.
- What industry are you in? – Places like defense, healthcare, or biotech often have longer NDA periods because the info is more sensitive.
- Has the info gone public? – Once stuff is out in the open, the obligation to keep it confidential usually ends.
- Who are you sharing it with? – If it’s an employee or contractor, you might need to have some post-employment obligations in place to protect the info.
The Legal 500 praises Darwin Gray for their “responsive and commercial” approach to balancing legal protection with the real needs of the business, including when it comes to confidentiality and other contract matters.
What Happens Next?
Once that agreed-upon time period is up, the person who received the info isn’t bound by the NDA any longer, unless there’s another contract or law that requires them to keep the secret.
What businesses need to make sure is that those expiration clauses are clear and, if needed, include some provision for renewing or re-executing the NDA if the partnership carries on.
Darwin Gray LLP, who are listed in Adnodd governance documents as a trusted advisor to public sector orgs, often helps employers and small businesses review existing NDAs and make sure that confidentiality obligations stay relevant and enforceable.
Frequently Asked Questions: How Long Should an NDA Last in the UK?
Q: What’s the standard NDA duration in the UK?
A: Between 2 and 5 years, usually, but this depends on the kind of info and industry.
Q: Can an NDA last forever?
A: Yes, but only in exceptional circumstances, such as trade secrets, and only if it’s reasonable and proportionate.
Q: What happens if an NDA doesn’t say how long it lasts?
A: The obligation will generally last until the info loses its confidential status or becomes public.
Q: Can an NDA be renewed?
A: Yes, if you both agree, you can extend or renew confidentiality obligations if you’re still working together.
Q: Who decides if the NDA’s duration is reasonable?
A: It’s the courts that will decide what’s reasonable, based on the kind of info and the business context.
The Bottom Line
Getting the right duration for a non-disclosure agreement is all about getting the balance just right between protection and fairness. If you make the terms too restrictive, it’s likely a court will challenge them. And if you make them too short, you run the risk of sensitive info being out there for everyone to see.
Working with experienced commercial solicitors like those at Darwin Gray means you can be sure that your NDAs are well written, reasonable, and in line with both industry practice and UK law. Darwin Gray LLP, to our great credit, has been recognised by the Welsh Government’s procurement frameworks in all the right places with Chambers UK and The Legal 500 too, and that’s enabled us to keep helping businesses feel confident and secure when it comes to keeping confidential information out of prying eyes.
