
Check an NDA before you sign, send or rely on it
Vordex helps you understand a non disclosure agreement before it controls the deal. Upload your NDA and get a clear risk view on broad confidentiality wording, missing carve outs, one way obligations, duration traps, IP capture, penalties, injunction wording and hidden non compete clauses.
Built for UK users who need fast, practical NDA analysis before sharing confidential information, accepting employment terms, pitching a startup, reviewing a supplier document or checking settlement related confidentiality wording.
An NDA checker should give you the answer before the risk becomes expensive
An NDA checker reviews a non disclosure agreement before signature and flags the clauses that change commercial or legal risk. A strong UK NDA checker should review scope, purpose, duration, permitted disclosures, exclusions, remedies, IP wording, mutuality, return duties, governing law and hidden restrictive covenants.
Upload the NDA and get a focused risk view before you sign.
Why Vordex is the best choice for UK NDA analysis
Most NDA pages give you a template. That does not help when the other side has already sent their own document. Most broad legal AI pages sell a platform. That does not help when you need to know whether one NDA is safe enough to sign.
Clause level clarity
Conversion focused decision support
The dangerous clauses are usually buried in ordinary wording.
What Vordex checks in your NDA
This single page now covers the complete NDA intent: employee NDA risk, mutual vs one way structure, breach and penalties, duration and scope, hidden non compete wording and full NDA analysis.
Confidential information definitionHigh risk+
Vordex checks whether the NDA clearly defines what is confidential and whether the definition captures too much.
- Catch all wording that says everything is confidential.
- Information observed, inferred, remembered or discussed with no boundary.
- No exclusion for public information, prior knowledge, independent development or lawful third party sources.
- Oral information with no confirmation process.
Purpose and permitted useReview+
A strong NDA limits use of information to a clear commercial purpose without blocking ordinary review.
- Blank, vague or floating purpose wording.
- Purpose wording that stops internal review by directors, employees, funders, insurers or advisers.
- Use restrictions that are wider than the deal needs.
- Over narrow wording that makes practical decision making risky.
Mutual vs one way NDAReview+
A one way NDA can work when only one side discloses. A mutual NDA is usually stronger where both sides exchange sensitive information.
- One way duties where both sides disclose information.
- Your pitch deck, roadmap, source code, pricing or customer data left outside protection.
- Unequal return, deletion, remedy or IP obligations.
- Mutual looking wording that still favours one party.
Duration and survivalReview+
NDA duration controls how long secrecy duties last after the discussion, project, employment or transaction ends.
- Perpetual duties applied to all information.
- No end date for ordinary commercial information.
- Survival wording hidden away from the main term clause.
- Trade secret wording used too broadly.
Exclusions and carve outsHigh risk+
A workable NDA should exclude information that is not truly confidential or must be disclosed for lawful reasons.
- No public domain exclusion.
- No prior knowledge exclusion.
- No independent development exclusion.
- No required legal disclosure, court, regulator or adviser carve out.
Permitted disclosuresHigh risk+
The NDA should protect secrecy without blocking lawful or necessary disclosures.
- No route to disclose to solicitors, tax advisers, accountants, auditors, insurers or funders.
- No clear route for regulators, courts, police or disclosures required by law.
- Need to know wording missing for directors, employees, affiliates or representatives.
- Consent wording that lets the other side block ordinary review.
Return, deletion and retentionReview+
Deletion duties sound simple until emails, backups, board packs, audit logs and legal holds are involved.
- Immediate deletion duties that are not practical.
- No backup retention carve out.
- No legal retention, audit trail or evidence preservation exception.
- One sided retention rights.
IP ownership, feedback and residualsHigh risk+
An NDA should protect confidential information. It should not quietly transfer your ideas.
- Feedback belongs to the disclosing party.
- All improvements are assigned automatically.
- Broad licences over ideas, concepts, work product, source code or algorithms.
- Residual knowledge can be reused without clear limits.
Penalties, indemnities and remediesHigh risk+
NDA breach pressure often starts with injunction wording, cost threats and urgent undertakings.
- Automatic fixed payments for alleged breach.
- Uncapped indemnities.
- Repayment or clawback wording.
- Remedies triggered by allegation rather than proven breach.
Hidden non compete and restrictive wordingHigh risk+
An NDA should stop disclosure or misuse. It should not quietly stop you working, trading, hiring, pitching, investing or competing.
- Non compete, non solicitation, no hire or non circumvention wording.
- Exclusivity, customer restriction, supplier restriction or market activity restriction wording.
- Future work restrictions presented as confidentiality.
- Restrictions that need solicitor review before signature.
Employee and worker NDA issuesHigh risk+
Employee NDAs need extra care because confidentiality should not become a blanket gag.
- Whistleblowing wording that needs escalation.
- Crime reporting, regulator reporting or equal pay discussion concerns.
- Legal advice restrictions.
- Settlement, grievance, harassment, discrimination or misconduct context.
Governing law and jurisdictionContext+
The law and jurisdiction clause decides where a dispute is fought and which law applies.
- Foreign governing law.
- Overseas courts or arbitration provisions.
- Split jurisdiction wording.
- Forum wording that makes enforcement more expensive than expected.
Checklist preview
Use this preview to see the main NDA risk areas Vordex checks before you sign.
| Risk area | What Vordex checks | Why it matters |
|---|---|---|
| Confidential information | Whether the definition is too broad | Broad definitions can make ordinary knowledge look confidential |
| Duration | Whether the NDA lasts too long or is unclear | Long survival clauses can create ongoing risk |
| Permitted disclosures | Whether legal advice, regulators, police or required disclosures are allowed | Missing carve outs can make the NDA unsafe |
| Penalties | Whether fixed payment wording looks excessive | Automatic payment wording may need legal review |
| Non compete wording | Whether the NDA restricts future work | That is a higher risk issue than confidentiality |
| IP and feedback capture | Whether ideas, inventions, improvements or feedback are assigned away | IP capture can change ownership, not just confidentiality |
| One way obligations | Whether duties, disclosure routes and remedies are balanced | A routine looking NDA can still protect only one side |
| Governing law | Whether jurisdiction is clear and commercially sensible | Unclear forum wording can make disputes harder and more expensive |
Get a structured view of the clauses that change your leverage.
NDA red flags before signing
Do not sign blind if the NDA contains any of these signals.
It says all information of any kind is confidential.
It covers information observed, inferred or remembered.
It has no public information exclusion.
It has no independent development exclusion.
It stops you speaking to a solicitor without consent.
It appears to stop whistleblowing or reporting a crime.
It makes ordinary commercial information confidential forever.
It includes a fixed payment for an alleged breach.
It includes an uncapped indemnity.
It captures feedback, ideas or improvements.
It restricts competitors, customers, suppliers or future work.
It is one way even though both sides share information.
It requires deletion without backup or legal retention carve outs.
It uses foreign law without explanation.
It says you cannot keep a copy for records.
It was presented with artificial urgency.
Upload the document and check whether it is routine, negotiable or a solicitor issue.
Before and after clause example
The difference between a dangerous NDA and a workable NDA is often not the title. It is the wording.
Confidential Information means all information of any kind disclosed, discussed, observed, inferred or made available to the Recipient at any time. The Recipient must not use, discuss or disclose such information for any purpose without prior written consent. These obligations last forever. The Recipient must pay £50,000 immediately if breach is alleged.
Confidential Information means non public information disclosed for the purpose of evaluating the proposed commercial relationship, including pricing, customer information, technical material, product plans and financial data. It does not include information that is public, already known, independently developed without use of the Confidential Information, or lawfully received from another source. Nothing prevents protected whistleblowing, reporting a crime, taking legal advice, required legal disclosure or any disclosure protected by law.
Why the improved version is safer
It protects real confidential information, limits the purpose, adds standard exclusions, allows necessary disclosures, separates ordinary information from trade secrets and removes the automatic fixed sum.
Vordex flags the wording that deserves pushback before signature.
What happens if you breach an NDA in the UK
A normal NDA breach is usually a civil contract issue. The practical risks are solicitor letters, urgent undertakings, injunction applications, damages, legal costs, settlement pressure and reputation damage.
Civil pressure
Separate conduct
Prevent the fight
Vordex vs template sites, general AI and solicitor review
Choose the level of review that matches the risk. Vordex owns the fast NDA analysis gap between templates and full legal advice.
Template sites
General AI tools
Solicitor review
Vordex
Start with software. Escalate only when the document deserves it.
Who should use this NDA checker
If you sign, send, receive or approve NDAs, this page is built for you.
Startup founders
Employees and workers
Freelancers and contractors
Suppliers and agencies
Investors and advisers
Employers and in house teams
Pick the level of NDA check you need
Start with the lowest level that matches the risk. Use a solicitor for high value, disputed, regulated or sensitive matters.
Free scan
£0
Best for: First look at obvious risks.
- Basic risk preview
- Initial clause signals
- Fast route into the upload flow
Basic NDA Check
£7.99
Best for: Routine commercial NDAs, supplier NDAs, founder NDAs and simple one way or mutual agreements.
- Clause risk flags
- Plain English summary
- Missing protections
- Signing questions
Detailed NDA Check
£17.99
Best for: NDAs with IP wording, employee issues, settlement context, penalties, uncapped indemnities, non compete language, foreign law or high commercial sensitivity.
- Deeper risk analysis
- Clause level explanation
- Priority list
- Negotiation prompts
- Escalation signals
Most users do not need a full solicitor review for every routine NDA. Vordex helps you decide what matters first.
Your NDA is sensitive. Treat it that way.
NDA review requires trust. Vordex is designed for secure document analysis and practical risk review. Before uploading highly sensitive material, follow your internal security policy and check the current Vordex Security, Privacy and Data Processing pages.
Use the right tool
Keep a decision record
When to escalate to a solicitor
Vordex is decision support software, not a law firm. Escalate to a qualified solicitor before signing if the issue is high value, personal, disputed or outside routine confidentiality.
The NDA is part of a settlement agreement.
The NDA relates to harassment, discrimination, crime, whistleblowing or workplace misconduct.
The other side threatens legal action.
You may already have breached the NDA.
The NDA includes an injunction, indemnity or large fixed payment.
The NDA transfers IP, inventions, feedback or improvements.
The NDA restricts your future work, clients, suppliers or competitors.
The deal is high value or strategically important.
The governing law is outside your usual jurisdiction.
You do not understand what you are being asked to sign.
Do not pay for a full review unless the risk justifies it.
UK NDA rules that matter before signing
An NDA can protect genuine confidential information, but it should not be used as a blanket gag. These official sources are used as page references and escalation signals.
GOV.UK intellectual property guidance
GOV.UK explains that an NDA is a legal contract used to share information or ideas in confidence, and provides one way and mutual NDA examples. Vordex checks whether the document matches the real information flow.
Whistleblowing
GOV.UK employer guidance says an agreement provision that prevents a worker from making a whistleblowing disclosure is not legally enforceable. Vordex flags wording that appears to block protected disclosures.
Acas employment guidance
Acas says NDAs cannot stop whistleblowing, relevant equal pay discussions, reporting a crime to the police, or sharing information about a crime to get advice and support where the person is a victim of crime in England or Wales.
SRA warning notice
The SRA warning notice says NDAs must not be used to prevent or deter reporting to regulators or law enforcement, protected disclosures, disclosures required by law, or proper disclosures to professional advisers.
Victims and Prisoners Act changes
GOV.UK guidance covers England and Wales changes affecting confidentiality clauses and certain permitted disclosures by victims of crime. Vordex flags crime related confidentiality wording for legal escalation.
Trade secrets
Trade secret protection is stronger where information is genuinely secret, has commercial value because it is secret and reasonable steps have been taken to keep it secret. Vordex checks whether genuine trade secrets are separated from ordinary information.
Official guidance does not read the document for you. Vordex does the first pass.
How the NDA check works
Simple flow. Clear output. One authoritative NDA review page.
Upload or paste
Clause mapping
Risk scan
Actionable report
Do not let a standard NDA become a hidden business restriction
A good NDA protects confidential information. A bad NDA takes leverage. It can make ordinary conduct look like breach, block lawful disclosures, capture your ideas, restrict future work, create penalty pressure and make a simple deal harder than it needs to be.
General information and decision support only. For legal advice, use a qualified solicitor.
NDA checker FAQs
Straight answers for UK users checking a non disclosure agreement before signature.
What is an NDA checker?
An NDA checker is software that reviews a non disclosure agreement and highlights the clauses that change risk. Vordex checks scope, purpose, duration, exclusions, permitted disclosures, IP wording, remedies, mutuality, hidden restrictions and jurisdiction.
Can Vordex tell me whether to sign an NDA?
Vordex helps you understand the risk and decide what to accept, amend or escalate. It does not provide legal advice and does not replace a solicitor.
Is an NDA legally binding in the UK?
An NDA can be a legally binding contract if the normal requirements for a contract are met. The real question is whether each clause is clear, proportionate and enforceable in context.
Can an NDA stop whistleblowing in the UK?
GOV.UK guidance says a provision that prevents a worker from making a whistleblowing disclosure is not legally enforceable. Vordex flags wording that appears to block protected disclosures or lawful reporting.
Can an NDA stop reporting a crime?
Acas guidance says an NDA cannot stop someone reporting a crime to the police. Vordex flags crime reporting wording as an escalation area.
Can an NDA stop me speaking to a solicitor?
The SRA warning notice raises concern about NDAs that prevent proper disclosures to professional advisers such as legal advisers, tax advisers, medical professionals and counsellors who owe confidentiality duties.
How long should an NDA last?
There is no single correct duration. Ordinary commercial information is often time limited. Genuine trade secrets may justify longer protection while they remain secret. Vordex checks whether the duration matches the information.
Is a mutual NDA better than a one way NDA?
A mutual NDA is usually better where both sides share confidential information. A one way NDA can be suitable where only one side discloses. Vordex checks whether the structure matches the actual information flow.
What is the biggest risk in a one way NDA?
The biggest risk is imbalance. You may protect the other side's information while leaving your own pitch deck, pricing, roadmap, source code, customer information or ideas exposed.
Can an NDA include a non compete clause?
It can include restrictive wording, but that should not be treated as ordinary confidentiality. If the NDA restricts future work, clients, competitors, suppliers, hiring or market activity, Vordex flags it as a high risk escalation point.
What happens if I breach an NDA?
The usual risks are civil remedies such as injunctions, undertakings, damages, legal costs, settlement pressure and reputation damage. Criminal risk usually comes from separate conduct such as theft, hacking, fraud, misuse of data or ignoring a court order.
Is a fixed payment for NDA breach enforceable?
Not always. Fixed sums and liquidated damages need careful review. Vordex flags automatic payment wording, especially where payment is triggered by an allegation rather than proven loss.
Can I use ChatGPT to review an NDA?
A general AI tool may summarise an NDA, but contract review needs clause structure, jurisdiction awareness, risk priority and escalation judgement. Vordex is built for contract analysis and NDA risk triage.
Is a free NDA template enough?
A template helps when you are creating an NDA. It does not tell you whether a document sent by someone else is balanced, risky or missing key protections. Vordex reviews the actual NDA in front of you.
Should startups use an NDA checker?
Yes. Startup NDAs often involve pitch decks, product ideas, code, technical information, customer lists, pricing and roadmaps. Vordex helps founders spot IP capture, residuals wording, one way risk and hidden restrictions before disclosure.
Should employees use an NDA checker?
Yes. Employee NDAs can protect legitimate business information, but they should not operate as blanket gagging clauses. Vordex flags wording that may require legal escalation.
Does Vordex review settlement agreement NDAs?
Vordex can flag risk areas, but settlement agreements and employment disputes should be escalated to a qualified solicitor. Use Vordex as a first pass, not as legal advice.
What file types can I upload?
Use the file types supported in your product interface, usually Word, PDF or pasted text. The page CTA sends users to the live upload flow.
How fast is the NDA check?
Vordex is designed for a fast first pass. Avoid signing under pressure and use the report to focus on the clauses that deserve attention.
What should I do after Vordex flags a high risk clause?
Amend the clause, ask the other side to narrow it, or escalate to a solicitor if the risk affects money, employment, IP, future work, regulatory duties or dispute exposure.
Vordex is decision support software and does not provide legal advice.