Each year, I receive several enquiries from businesses of all shapes and sizes about Non-Disclosure Agreements (NDAs). It might be a start-up with a bold new product, or an established company looking to build new partnerships. In every case, they’re keen to protect their prized assets during discussions - and want to prevent a nosey neighbour from stealing their secret recipe.

But does an NDA really provide the protection they’re looking for? Or have these agreements become more of a symbolic gesture - a show of intent, rather than a shield against prying eyes?

A Show of Strength… or a Smokescreen?

At their best, NDAs serve a useful purpose. They set expectations, protect commercially sensitive information, and allow parties to speak more freely. In regulated industries, or when dealing with genuinely confidential material - think pre-launch tech, source code, product formulas - NDAs can be critical. Used well, they provide a solid foundation for responsible negotiation.

Insisting on an NDA can also signal confidence in the value or sensitivity of the information you’re sharing. It says: “What I’m about to tell you matters.”

But more often, NDAs are about appearances - a ritual that makes everyone feel like they’re handling gold dust, when in reality, it might be fool’s gold. Many are poorly drafted, rarely enforced, and often signed in situations where no real confidentiality exists. Worse still, the “confidential” information being protected is sometimes vague, already public, or not particularly sensitive.

In those cases, the NDA offers a sense of security - but little real protection.

An Empty Threat?

Enforcement is another issue. Even a well-written NDA is only as good as your willingness (and budget) to enforce it. Legal action is costly, time-consuming, and can draw attention to the very thing you were trying to keep quiet.

Start-ups and smaller businesses, in particular, are often unwilling or unable to pursue breaches unless the stakes are very high. In practice, this makes NDAs more of a moral deterrent than a legal weapon.

And when it comes to intellectual property, NDAs don’t give you any new rights - they simply try to stop others from misusing what they’ve learned. If your idea is truly valuable, patents, design protection, copyright, or trade secrets law may offer better safeguards than an NDA alone.

So… Why Bother?

Does that mean NDAs are a waste of money? Not entirely. Their real value lies in the discipline they encourage - forcing parties to think carefully about what’s truly confidential, and what the relationship is meant to achieve. In many cases, that awareness is more valuable than the agreement itself.

Think of NDAs like door locks: they’re useful for honest people, but they won’t stop someone determined to break in. If your business depends heavily on secrecy, invest in real protection - legal, structural, and strategic. And don’t assume the NDA will do all the heavy lifting.

Final Thought

I’m always glad to receive questions about NDAs. It shows you care about your business and want to take the right steps before making a move. Prevention is always cheaper than the cure - and getting the basics right can save you from costly mistakes later on.

If you’re unsure whether an NDA is the right tool for your situation, drop me a line – I can help you figure it out.