NDA (Non-Disclosure Agreement)
Contractual agreement to protect confidential information; common in procurement market engagement and supplier discussions.
Definition
NDA stands for Non-Disclosure Agreement, a contractual agreement to protect confidential information shared between parties. NDAs are common in procurement contexts: at the Pre-Market Engagement stage where buyers share sensitive scope or business context with potential suppliers; during Competitive Dialogue procedures where buyers explore solutions with shortlisted suppliers; and in supplier-to-supplier engagements where consortiums share proprietary information during bid preparation.
How it works in practice
NDAs typically cover: the definition of confidential information, permitted uses (specifically the procurement context), restrictions on disclosure (which staff can see the information, third-party disclosure rules), duration of confidentiality, return or destruction at end of engagement, and remedies for breach. Public sector NDAs vary in template: some buyers use a short standard NDA covering the procurement context; others use a more detailed bespoke NDA tailored to the specific engagement. Suppliers should read NDAs carefully before signing because broad definitions of "confidential information" can constrain wider business activity (an NDA covering a market sounding could in principle restrict the supplier from bidding for related work elsewhere). Mutual NDAs (where both buyer and supplier confidentiality is protected) are preferable to one-way NDAs. NDAs do not override statutory obligations (FOI requests against the public sector buyer, data protection requirements). NDAs in procurement contexts typically have limited enforcement appetite from public sector buyers; breach would damage relationships but rarely triggers litigation. Suppliers should treat NDAs as professional commitments backed by genuine confidentiality discipline rather than as paper exercises.
Common questions
Should I sign every public sector NDA?
Read carefully before signing. NDAs for genuine confidentiality contexts (pre-market engagement on sensitive scope, competitive dialogue) are normal and worth signing. NDAs with overly broad definitions or restrictive permitted uses should be negotiated. Refuse NDAs that would prevent legitimate business activity elsewhere.
Do NDAs override FOI requests?
No. NDAs cannot override statutory obligations including Freedom of Information Act requests against the public sector buyer. The buyer remains subject to FOI; the NDA protects against unauthorised disclosure by the supplier but does not override the public body's own statutory disclosure obligations.
Are mutual or one-way NDAs preferable?
Mutual NDAs (both parties' confidentiality protected) are typically preferable for suppliers because they offer protection for any confidential information you share with the buyer (commercial models, proprietary methodology). One-way NDAs (only buyer confidentiality protected) are common in public sector but suppliers can request mutuality.