NDAs at the end of employment are common — but not compulsory. Understanding what they can and cannot cover protects you from signing away rights you did not intend to lose.
When NDAs Are Used at Job Departure
| Context | Typical NDA purpose |
|---|---|
| Settlement agreement | Confidentiality of settlement terms and circumstances |
| Compromise of disputed claims | Prevent public disclosure of claims |
| High-value employees | Protection of commercially sensitive information |
| Discrimination or harassment settlement | Increasingly regulated; whistleblowing carve-outs required |
What an NDA Cannot Prevent
By law, an NDA cannot stop you from:
- Reporting a crime to the police
- Making a protected disclosure (whistleblowing) to a prescribed regulator
- Reporting to the EHRC (Equality and Human Rights Commission) or another regulator
- Making a personal injury claim you were not aware of when you signed
- Seeking legal advice about the NDA itself
- Telling your solicitor or (under some interpretations) close family about the situation
Clauses purporting to restrict these rights are void — they have no legal effect.
The Independent Legal Advice Requirement
For a settlement agreement (and any NDA within it) to be legally binding:
- You must receive independent legal advice from a qualified solicitor or adviser
- The adviser must confirm they have advised you on the terms and effect of the agreement
- The adviser must be identified and sign a certificate within the agreement
This means you always have a professional reviewing the NDA before it becomes binding — do not rush this process.
Negotiating NDA Terms
Key points to negotiate:
- Carve-outs: ensure you can discuss with close family, GP, and mental health professionals
- Duration: NDAs should be time-limited where possible
- Scope: narrow confidentiality to specific information, not everything about your employment
- Agreed reference: request a specific form of words the employer will use as a reference
- Non-disparagement: ensure any such clause applies equally to both parties
What NDAs Cannot Legally Do in the UK
Following government consultation and legislation in the Equality (Race and Disability) Act and worker protection measures, NDAs in employment cannot:
- Prevent you from reporting a crime to the police or a law enforcement authority
- Prevent you from making a protected disclosure (whistleblowing) under the Public Interest Disclosure Act 1998
- Prevent you from reporting sexual harassment, discrimination, or other automatically protected activities to a regulator (such as the FCA or CQC)
- Stop you from seeking legal advice about the NDA itself (your solicitor is not bound by it)
- Prevent you from discussing the matter with a mental health professional
An NDA that attempts to suppress any of the above is void to that extent — you cannot sign away these protections even if you try to.
Before signing any NDA as part of a settlement:
- The employer must pay a contribution to your independent legal costs (minimum £200 + VAT — typically £500–£1,000)
- You must receive independent legal advice for the NDA to be legally valid
- Ensure you understand exactly what you are and are not permitted to discuss