Is an NDA legally binding?
Yes, if it is properly drafted. The recipient can be ordered to stop using the information and to pay damages for loss caused by a breach.
Be Wise › Be Contract Wise (Scotland) guides › Confidentiality agreement / NDA
Confidentiality agreement / NDA (Scotland)
A confidentiality agreement, or non-disclosure agreement (NDA), protects information shared before or during a deal. It defines what is confidential, limits how the recipient may use it, sets out the usual exceptions, says how long the duty lasts, and requires the information to be returned or destroyed on request.
When you need one
Use one before sharing business plans, financial information, technical know-how, customer lists or product ideas with a potential partner, investor, supplier or buyer.
What it should contain
Confidential information
A definition wide enough to catch what matters, but not so vague it is unenforceable.
Purpose
The only reason the recipient may use the information.
Obligations
Keep it secret, use it only for the purpose, share it only with advisers and staff who need it.
Exceptions
Information already public, already known, independently developed or required by law.
Duration
How long the obligations last — often two to five years.
Return or destruction
What happens to the information when talks end.
Points specific to Scotland
- In Scotland the equivalent remedy is interdict, granted by the Court of Session or the sheriff court.
Different rules can apply elsewhere in the UK: see the England and Wales version of this guide.
Common mistakes
- Signing a one-way NDA when both sides will be sharing information.
- No time limit, or a definition so broad that it covers everything.
- Forgetting that an NDA cannot stop disclosures the law requires or protects, such as whistleblowing.
See a specimen confidentiality agreement — a short illustration of the structure and key clauses, laid out as the app produces them.
Quick answers
How long should an NDA last?
Commonly two to five years from disclosure. Genuine trade secrets can be protected for as long as they remain secret.
Mutual or one-way NDA?
Use a mutual NDA when both parties will share confidential information; a one-way NDA when only one will.
Draft your confidentiality agreement now
Be Contract Wise (Scotland)'s powerful, carefully prepared drafting tools turn a short set of plain-English questions into a confidentiality agreement under Scots law, laid out to a professional standard, with an explanation of every clause. Simple or complex, export to Word or PDF.
Start drafting — freeBrowse all guidesReviewed 2026-09-24. General legal information about Scots law, not legal advice.