New UK guidance on restrictions on non-disclosure agreements

On 2 June 2025, the Ministry of Justice published guidance on forthcoming changes to non-disclosure agreements ('NDAs').

The changes, which are set out in the Victims and Prisoners Act 2024 (the 'Act'), apply in England and Wales to NDAs and confidentiality clauses, in all sectors, signed on or after 1 October 2025. They apply in respect of all relationships and circumstances where NDAs and confidentiality clauses are used – not only those between employers and employees. NDAs are however a common feature of employment related agreements such as settlement agreements and the changes will be of particular relevance to employers.

As the guidance confirms, it is already the case that NDAs  cannot be enforced insofar as they seek to prevent victims from reporting a crime to the police. The changes also extend these protections to certain other disclosures, including those necessary for victims to access confidential advice and support needed to help recover from the impact of crime, such as victim support services, and from close family members. A victim of a crime is defined in the Act as someone who has suffered harm as a direct result of being subjected to conduct which constitutes a criminal offence in England and Wales (or reasonably believes that to be the case). It is not necessary for anyone else, including the police, to have been told about the crime and it is not necessary for the individual to have been the direct victim – witnessing criminal conduct may suffice. 

Whilst criminal conduct in the workplace is not a routine occurrence, many forms of sexual harassment would meet the threshold as, for example, would bullying behaviour involving threats. The scope of the new law is wide enough to catch witnesses as well as direct victims. Employers need to be alert to the fact that employees cannot be restrained from seeking support by the use of NDAs when, for example, managing exits of those who might fall into this broad 'victim of crime' category. 

As a result of the change, NDAs will be unenforceable against victims of crime (or persons who reasonably believe they are a victim of crime) in relation to disclosures of information to:

• The police or other bodies which investigate or prosecute crime, for investigating or prosecuting the crime.
• Qualified lawyers (regulated by an approved regulator, such as the Solicitors' Regulation Authority) for seeking legal advice about the crime.
• Regulated professionals (including regulated healthcare professionals), for obtaining professional support in relation to the crime.
• Victim support services providing confidential and independent support, for obtaining support in relation to the crime.
• Regulators, for co-operating with the regulator in relation to the crime. This would not include proactive disclosures about the crime by the victim to the regulator, which would be done by the police. However, it would include co-operating with a regulator investigating the crime.
• A person authorised to receive information on behalf of any of the above (such as a receptionist at a law firm), for the relevant purposes mentioned above.
• A victim's close family (child, parent or partner), for the purpose of obtaining support in relation to the crime.

Employers who use template agreements that include NDAs should also take steps to make sure that they are ready to include updated wording in any agreements entered into after 1 October 2025.

This article is authored by Christina Morton, senior knowledge lawyer in our UK employment team.