Confidentiality Scope
High Risk: Over Broad Scope
The Check
Is the definition of Confidential Information too broad?
The Risk
If the definition covers all information exchanged you could be in breach by accident.
Free AI NDA Review for UK Contracts
Upload your Non Disclosure Agreement to get a clause level risk report in 30 seconds. We have adjusted our scanner specifically for English and Welsh law.
Trained on UK Case LawCalibrated for English and Welsh context
Bank Grade EncryptionSOC2 handling standard
2,500 plus NDAsScanned this month
What does the AI check in your NDA?
We scan for 12 critical risk signals commonly found in UK business contracts to help you sign with confidence.
Duration and Survival
Medium Risk: No End Date Detected
The Check
Does the NDA have a fixed end date like 3 or 5 years?
The Risk
Perpetual NDAs can bind your business secrets forever without an exit route.
IP and Feedback Leakage
High Risk: IP Assignment Found
The Check
Does the other party try to claim ownership of your ideas or feedback?
The Risk
You might accidentally sign away rights to your own future products or inventions.
Permitted Disclosures
Low Risk: Advisors Excluded
The Check
Can you share this with your lawyers, accountants, or investors?
The Risk
Standard templates often forget to allow sharing with professional advisors.
5 Common NDA Red Flags Explained
Over broad definition of confidential information
Clauses that treat all information exchanged as confidential can put you in breach for sharing standard business information. A tighter definition reduces accidental breach risk.
No end date or perpetual duration
In many UK business contexts 2 to 3 years is common. Longer terms can be appropriate for high value IP or M and A. Indefinite terms should be challenged unless strictly necessary for trade secrets.
One way obligations with hidden restrictions
If only you are bound, check for add ons like non compete or non solicit wording embedded in confidentiality sections.
IP assignment or feedback capture
Some NDAs try to claim ownership of ideas, inventions, or feedback. This can shift future product rights away from you.
Missing permitted disclosures for advisors
Standard templates sometimes omit disclosure to lawyers, accountants, or investors. Without a carve out you can breach by seeking professional advice.
Are you signing a Mutual or One Way NDA?
We automatically detect the direction of the agreement to ensure fairness for all parties.
| Feature | Mutual NDA (Balanced) | One Way NDA (Risky) |
|---|---|---|
| Who is protected? | Both parties (You and Them) | Only the Disclosing Party |
| Best for... | Partnerships, Mergers, Joint Ventures | Freelancers, Interviewees, Employees |
| Common Trap | Usually fair by default | Often hides Non Compete clauses |
| Vordex Verdict | Preferred | Proceed with Caution |
Also see: Mutual vs one way NDA guideDuration and scope guideClauses to check guideBreach penalties guideEmployee NDA guide
How to review an NDA in 3 steps
Risk heatmap
Process flow
Upload
Drag and drop your PDF or Word file.
UK law
AI analysis
Risk signals mapped against UK market terms.
Clean report
Red flags summarized with clear next steps.
Visuals: how our AI maps clause risk signals and produces a decision ready report.
Step 1: Upload
Drag and Drop your PDF or Word Doc
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Step 2: Analyze
UK trained analysis against market standard terms
Our UK trained AI maps your clauses against market standard terms.
Step 3: Resolve
Download a red flag report
Download a red flag report or use our negotiation playbook to fix the bad clauses.
Frequently Asked Questions about UK NDAs
Q: Is a 5 year NDA too long?
In the UK tech and business sectors a duration of 2 to 3 years is market standard. A 5 year term is common for M and A or high value IP. However indefinite or perpetual terms should be challenged unless strictly necessary for trade secrets.
Q: What is the Purpose clause?
The Purpose clause limits how you can use the confidential information. It should be specific. For example it might say For the purpose of evaluating a potential partnership. Never sign an NDA with a blank or vague Purpose clause.
Q: What counts as Confidential Information in a UK NDA?
A reasonable definition is limited to specific categories such as technical data, pricing, product plans, customer lists, and anything clearly marked as confidential. Definitions that include all information in any form can be over broad and increase accidental breach risk.
Q: Can I share the NDA with my lawyers, accountants, or investors?
Most UK NDAs should allow disclosure to professional advisers and potential funders on a need to know basis. If that carve out is missing, ask for a permitted disclosures clause or a written consent process.
Q: What is a non compete clause and can it be hidden in an NDA?
Some NDAs include extra restrictions such as non compete, non solicit, or exclusivity language. These are not standard confidentiality terms. Flag any restrictions that go beyond non disclosure and insist they are removed or moved to a separate agreement.
Q: Are NDAs enforceable in the UK?Gov.uk
Yes, NDAs are generally enforceable when terms are clear, reasonable, and protect legitimate confidential information. Over broad or punitive clauses are harder to enforce and are more likely to be challenged.
Q: Does Vordex replace a lawyer?
Vordex is an AI decision support tool rather than a solicitor. We help you spot risks faster and negotiate better. For high stakes agreements you should always consult a qualified UK professional.
Need the full clause checklist? See all NDA clauses to check.
Vordex is a decision support tool and does not provide legal advice.