Non-disclosure agreement for building design and construction
Non-disclosure agreements (NDA sometimes known as confidentiality agreements) are documents that can be agreed before confidential information is disclosed about a project, product or idea. They are legal contracts which set out how information can be shared, and formalise a relationship where it may not be wise to assume that the other party will keep information confidential.
They may protect information recorded in a certain form, perhaps marked as ‘confidential’, or they may protect information shared under certain circumstances, such as in presentations or meetings, or during the course of employment or consultancy. They can be used to prevent commercially sensitive information from being shared, or to prevent parties from communicating certain information to the press or other third parties.
For more information, see Proprietary information.
They may, for example, be signed:
- As a condition of entering into discussions about a potential relationship. For example, an inventor wanting to discuss their ideas with someone else.
- When developing a new product or process with someone else.
- To formalise a relationship, for example between an employer and employee or upon being appointed to a project to perform a specific task (such as a consultant, contractor, supplier and so on).
A non-disclosure agreement can limit the use of ideas and information for a specific purpose, although it is possible to amend them to allow for wider permission at a later date. Typically they will last for 3 to 5 years, following which the information can be used or disclosed publicly. However, they may last for the duration of a relationship (such as employment), or for a period after a relationship has ended, and some information can remain confidential indefinitely.
Non-disclosure agreements can cover information such as:
- Intellectual property.
- Commercial or trading information.
- Technical drawings or designs.
- Business plans.
- Customer and potential customer lists.
- Mathematical and chemical formulae.
- Trade secrets which could include a formulae, programmes or processes.
- Personal information about individuals involved in a project
- Non-patentable know-how.
Non-disclosure agreements should set out:
- The parties involved.
- The information protected.
- The duration of the protection.
- Permitted uses of the information.
- Circumstances under which the information may be shared (for example with employees).
- If the parties are located in different countries, the agreement will need to state which country’s law it is governed by.
- Whether it is one-way or mutual. A one-way agreement might be appropriate when only a single party is disclosing information whereas a mutual agreement would cover both parties.
It may not always be possible to secure a non-disclosure agreement, even where confidentiality is important to one of the parties, for example if the other party has nothing to gain by signing the agreement.
In some circumstances, parties can feel compelled to sign agreements which prevent reasonable use of information, for example if this is a condition of securing a large or prestigious contract. This was the case for the contracts relating to the London 2012 Olympics, where suppliers appointed to deliver the project where prevented from talking or writing about it, even after the games had finished. This was considered by many to be unnecessary, and driven by a desire to control press coverage and maximise sponsorship revenue, but it prevented UK companies from using their involvement in the games to enhance their profile and secure more work.
Example agreements are available on the government website.
 Related articles on Designing Buildings Wiki.
- Appointing consultants.
- Construction contract.
- Intellectual property.
- Proprietary information.
 External references
Featured articles and news
Sadiq Khan publishes a new development strategy for the capital.
In the week of the momentous Heathrow decision, we look back at the development and design of T5.
BSRIA’s flagship event will address performance and wellbeing beyond compliance.
Young Architects and Developers Alliance launched to build the relationship between the two disciplines.
BS 8536-2:2016 Design and construction: Code of practice for asset management (Linear and geographical infrastructure).
Paying for off-site goods or materials can be useful, but it puts the client at risk.
People power can be transformative if properly informed and inspired.
ZHA win competition to build an Urban Heritage Administration Centre in Saudi Arabia.
Leaps, not steps, are needed to avoid a ticking time bomb, say BRE in response to Farmer Review.
A multi-purpose hall in France covered in a translucent orange membrane.
Winning designs revealed for a rock formation-influenced residential complex in Rennes.
An article explaining the techniques, regulations and environmental impacts of carbon capture and storage.
Watch one of the first documentaries by the acclaimed Adam Curtis, examining the substandard system building of the 1960s.