When drafting an NDA, how can I clearly identify the confidential information I want it to cover?

Define what you intend to share

When preparing an NDA for a potential partner, start with the information they will need and the purpose for which they may use it. For example, you might disclose drawings and test results so a manufacturer can assess whether it can produce a component. Describe that purpose and identify the material to which the confidentiality and permitted-use obligations will apply.

Decide how the agreement will identify that information: through a defined collection, specified categories, confidential markings, or a combination. If your discussions will also reveal information through meetings or demonstrations, provide for those disclosures too. The UK Intellectual Property Office’s guidance discusses these choices and the importance of defining the permitted purpose.

The aim is to make it possible for both parties to identify the information concerned, including later if its scope is disputed. A broad phrase such as “our technical know-how” may describe a category, but does little on its own to establish what you actually disclosed.

Prepare the collection the NDA will cover

Gather the drawings, reports, source code, datasets or other files you intend to disclose. Give the collection a name and revision reference, and preserve its exact contents. A dedicated collection is easier to identify than a mixed project archive containing unrelated work.

Identify the collection in the agreement or an attached schedule. Keep a readable file list so both parties can understand what the reference includes.

Use a digital certificate to establish the perimeter

An effective and convenient way to identify that collection of confidential information is to use a digital timestamp certificate, giving the NDA a fixed, verifiable reference. It connects the files’ cryptographic fingerprints to dated evidence, allowing someone with the files and verification data to check that they match the certified record. Here, “certificate” means evidence tied to the contents of the files, not simply a signed statement listing their names.

Certify the collection before disclosure, then identify the certificate in the NDA’s definition of confidential information or attach it as an annex. Make the contractual connection explicit: state that the obligations apply to the information contained in the certified collection, subject to the agreement’s exclusions.

For example, you could certify “Pump evaluation package, revision 2”, comprising drawings, test results and assembly notes. The NDA would identify that package by its certificate reference and state that the information it contains is covered for the agreed evaluation purpose. If a particular drawing is questioned later, the preserved file can be checked against the certificate to establish whether it belongs to that exact collection.

The benefit goes beyond dating the work. The certificate gives both parties a common reference for the perimeter of the information covered, even when the collection contains hundreds of files or technical content that would be difficult to describe precisely in a contract. A new file cannot be silently substituted while still matching the original certified record.

Keep the exact files, certificate and verification data together, and retain the records showing which certified package was supplied to the recipient. The certificate identifies the material; it does not, on its own, establish that it was delivered or that the recipient accepted the NDA.

Keep technical details out of the contract itself

You do not need to reproduce formulas, source code or detailed drawings in the NDA merely to identify them. The agreement can refer to a preserved collection while its contents remain in controlled storage. This is useful when the contract will circulate among people who need to review its terms but do not need the underlying know-how.

WIPO’s guidance on collaborative innovation discusses identifying background know-how through titles or reference numbers while controlling access to the information itself.

Make sure the reference can be followed when necessary: an authorised reviewer should be able to retrieve the material and check that it matches the collection identified in the agreement.

Plan for information you will disclose later

A collaboration rarely stops at the first package. When drafting the NDA, decide how it will cover revised drawings, additional results and information explained in meetings. Agree a workable process for identifying these additions, including any marking or written-confirmation requirements.

For example, the agreement might expressly cover later certified versions of the same collection when the new certificate and corresponding material are supplied to the recipient. Alternatively, it might require an agreed update to its schedule. Define the process in advance, including how additions are identified and notified. Preserve earlier disclosed versions too: removing information from a later package should not leave its continuing treatment unclear.

The article on employee NDAs and confidential knowledge illustrates how references can remain connected to an evolving body of information, from onboarding through project work to departure.

Preserve the agreement and the actual disclosures together

Once the terms are agreed, keep the executed NDA, its schedules and amendments with the referenced collections. For each exchange, retain the covering message, the version supplied and available delivery or access records. Preserve earlier packages even when newer versions replace them.

Together, these records connect what you intended the NDA to cover with what you actually shared. Precise identification supports that connection; it does not remove the agreement’s exclusions, make every item a trade secret or establish that a breach occurred.