If you want a fast benchmark, start here. These time limits are the most common commercial ranges for England & Wales NDAs. The further you drift from market standard, the more negotiation you should expect.
| Contract type | Standard duration | Why this length? |
|---|---|---|
General Commercial | Standard2 to 3 years | Information like pricing and marketing plans becomes obsolete quickly. |
M&A / Investment | Standard3 to 5 years | Financial data and strategic roadmaps have a longer shelf life. |
Employment | DependsDuring employment + runoff | Usually covers tenure plus a tailored restrictive period (if reasonable). |
DependsIndefinite / perpetual | The only category where forever' is standard (e.g., the Coca-Cola recipe). | |
VerdictVordex Verdict | CheckCheck your specific data type | Don't apply a Trade Secret' duration to general commercial information. |
Related guides: NDA review toolMutual vs one-way NDA
Duration only makes sense after scope. If scope is overbroad, even a "reasonable" 2 to 3 year duration can be painful. If scope is narrow and specific, longer survival can be justified for real secrets.
The classic trap is defining confidential information as "any and all information" disclosed by the discloser, whether oral, written, or otherwise.
That can accidentally capture public trends and casual conversations, making compliance unrealistic.
A safer definition limits protection to information marked confidential or information a reasonable person would understand is confidential (e.g., source code, customer lists, financial accounts).
This keeps the NDA focused on protecting secrets, not controlling normal business activity.
If you had a casual coffee chat and they mention a public industry trend, discussing that trend later can technically become a breach.
Limit protection to marked confidential information (or objectively confidential categories).
Residuals clauses say documents are confidential, but ideas kept in unaided memory are not. For disclosers, this can weaken protection.
If you are the discloser, push to remove or narrow residuals so it can't be used as an idea-extraction workaround.
A functional NDA scope normally excludes public domain info, info you already knew, and info you develop independently.
Most people check the Term (the relationship window) and miss the Survival clause (the secrecy window). Survival is where "forever" obligations often hide.
This is how long the agreement is active and how long you can exchange new confidential information.
This is how long you must keep information confidential after the agreement ends.
If the NDA says "confidentiality obligations shall survive termination indefinitely", you may be bound forever. That is only commercially normal for genuine trade secrets.
You can disclose and receive new information under the NDA rules.
The relationship window closes, but confidentiality usually continues via survival.
You must keep the disclosed information secret for the survival duration (commonly 2 to 5 years).
For general commercial info, obligations should end. Trade secrets may stay protected indefinitely.
These are common drafting patterns that increase risk. They are not always "illegal", but they can be commercially unfair or impractical.
Clause: "This Agreement covers all information disclosed prior to the Effective Date."
If you want it, list what was shared before signing so both sides know what is covered.
Clause: "Confidential Information includes data from the discloser and all its affiliates."
Limit scope to the specific company you are dealing with, not a global group you've never met.
Clause: "This Agreement renews for successive 1-year terms unless cancelled."
Ask for a fixed term, or make cancellation a clear written notice with a calendar reminder.
If you spot evergreen renewal or affiliate sprawl, pair that with a duration scan; these clauses often appear together.
Humans get tired reading definitions. AI doesn't. Vordex flags the time and scope patterns that create hidden risk.
We compare your NDA's duration against the most common document types. A 10-year term in a standard commercial NDA is flagged as high risk.
We locate the survival clause (often buried at the end) and check if it has a clear sunset date. "Survive indefinitely" triggers an alert.
We highlight catch-all language like "any and all information" and suggest market-standard limitations.
Upload it now to see if the duration and scope match UK market standards.
Vordex is a decision support tool. For high-stakes matters, consult a qualified solicitor.
It depends. For genuine trade secrets (like the recipe for Coca-Cola or a proprietary algorithm), UK courts can enforce indefinite confidentiality. However, for general commercial information (like pricing or marketing strategies), a perpetual restriction may be challenged as an unreasonable restraint of trade and could be struck down.
The Term is the natural life of the contract (e.g., 1 year). Termination is when someone ends it early. Crucially, confidentiality obligations usually survive after both the Term expires and the contract is terminated.
Ideally, yes. A well-drafted NDA should include a superseding clause saying that if you sign a Master Services Agreement (MSA), employment contract, or other main agreement, that new contract replaces the NDA. If the clause is missing, you may be bound by two overlapping sets of rules.
Only if the NDA includes a permitted representatives clause allowing disclosure to professional advisers (such as lawyers and accountants). Many UK NDAs include this, but if it is missing, showing the NDA to your solicitor can technically be a breach.
Want a clause-level scan? Use the NDA review tool.
This page is general information for England and Wales and is not legal advice.
