The scope of a non-disclosure agreement determines what you can and cannot share — but many UK NDAs define confidential information so broadly that you are essentially unable to discuss your own work history. Before you sign, you need to understand exactly what information is caught, for how long, and whether any carve-outs exist for information you already knew or that becomes public through no fault of your own.
What is a Confidentiality Scope?
Confidentiality scope refers to the definition of what counts as confidential information under an NDA. It may be defined as all information shared verbally or in writing, or narrowly as only information marked confidential. The scope also determines what is excluded — typically information already in the public domain, information the recipient independently developed, or information received from a third party without restriction. UK courts apply a test of whether the information has the necessary quality of confidence.
Red flags to watch for
An all-information definition catches information you already knew, information in the public domain, and information you independently developed. It is difficult to comply with and difficult to enforce consistently.
If the NDA does not exclude information that enters the public domain after signing (through no breach by you), you could technically be in breach for sharing information that appears in the news.
If verbal disclosures are confidential without needing to be confirmed in writing, you may not know what is and is not covered, creating uncertainty about your obligations.
Perpetual NDAs are unusual in commercial contexts. Obligations lasting more than 3-5 years for business information (not trade secrets) are often disproportionate and may face enforceability challenges.
An overly wide definition covering third-party information creates obligations you may not be able to meet if that third party shares information publicly.
Your legal rights
UK courts will not enforce NDA clauses that are broader than reasonably necessary to protect a legitimate business interest — the same principle that governs restrictive covenants. If a confidentiality clause is so wide as to amount to a restraint of trade, a court may strike it down or modify it. You also have a legal right to make disclosures required by law (for example, to regulators) and these cannot be prevented by an NDA. The UK has specific whistleblowing protections under the Public Interest Disclosure Act 1998 that cannot be overridden by contractual confidentiality obligations.
Questions to ask before you sign
- 1What specific categories of information are defined as confidential?
- 2Does the definition exclude information I already knew or that is already public?
- 3How long do my confidentiality obligations last?
- 4Am I permitted to make disclosures required by law or regulators?
- 5Does the scope cover oral disclosures and, if so, how will I know what was considered confidential?
Disclaimer: This guide is for educational purposes only and does not constitute legal advice. Contract law varies by jurisdiction and individual circumstances. Always consult a qualified legal professional before making decisions based on this information.