Assets and control
Confidentiality & NDAs
A departing employee copies the customer database; a due-diligence recipient uses your data to fund a hostile bid; a partner feeds your algorithms into its AI training. In each case the NDA either did not exist or did not work. English law protects confidential information through two parallel systems - an equitable duty and the contractual NDA - and getting the drafting wrong can destroy protection rather than merely weaken it.
Pillar guide
Confidentiality and NDAs: protecting information that walks out the door.
A departing employee copies the customer database; a due-diligence recipient uses your data to fund a hostile bid; a partner feeds your algorithms into its AI training. In each case the NDA either did not exist or did not work. English law protects confidential information through two parallel systems - an equitable duty and the contractual NDA - and getting the drafting wrong can destroy protection rather than merely weaken it.
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All confidentiality & ndas guides.
Start with the main guide or open the specific clause question you need.
How confidentiality works under English law - the equitable duty and the contractual NDA, defining confidential information, trade secrets, remedies, and duration.
Equitable and contractual confidentialityHow the equitable duty of confidence works alongside the contractual NDA, why it binds third parties, and the value of pleading both.
Defining confidential informationWhy the definition is the most important NDA provision, the broad/specific/hybrid approaches, the Faccenda classes, and the standard carve-outs.
NDA types and obligationsUnilateral, mutual, and M&A NDAs, the non-use and return obligations, residual knowledge and non-circumvention, clean teams, and the AI-training risk.
Trade secrets and NDAsHow the Trade Secrets Regulations 2018 work, the gap with confidential information, the conscience-based liability test, and the US and EU positions.
Remedies for breach of confidenceWhy injunctions (including springboard relief) are the primary remedy, the difficulty of quantifying damages, negotiating damages, and the remedies clause.
NDA duration and cross-border enforcementWhy perpetual confidentiality is enforceable in England but risky in the US, the bifurcated-duration approach, and enforcing judgments and awards abroad.
NDA carve-outs and complianceThe compelled-disclosure and whistleblower carve-outs every NDA needs, and how data-protection law overrides contractual confidentiality.
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