Before you sign an NDA, check what it covers, how long it lasts, and what is hidden inside it. We found no Commonwealth law that generally regulates private NDAs, so the wording decides almost everything. Read the definition of confidential information, the term, what you may still disclose, and whether a non-compete, no-hire or IP assignment has been added. Some limits do apply: an employee may discuss their own pay, and a contract cannot be enforced against a protected whistleblower disclosure to a regulator.
Prepared by Claim Done from the Fair Work Act 2009, the Corporations Act 2001, the Taxation Administration Act 1953, the Australian Consumer Law and official government pages listed under Sources. Last checked 7 November 2026.
NDAs at a glance
| Question | The position (7 November 2026) |
|---|---|
| Is there a general NDA law? | We found no Commonwealth statute that generally regulates private NDAs. They are mainly a matter of contract |
| Can an NDA stop an employee discussing their pay? | No, for employment contracts covered by the pay secrecy rules: such a term “has no effect” (Fair Work Act s 333C) |
| Can it stop a whistleblower disclosure? | No contractual remedy can be enforced against a protected disclosure (Corporations Act s 1317AB; Taxation Administration Act s 14ZZX) |
| Is there a ban on non-competes? | Not in force. Draft Commonwealth legislation was released on 7 September 2026 |
| Unfair terms law? | Applies to standard form consumer and small business contracts for goods, services or land. Whether a stand-alone NDA is one is not settled |
Should I sign an NDA?
Often yes, once you have read it. NDAs are routine before job interviews, business sales, investment talks, supplier deals and contract work. Signing one is not a problem in itself. The problem is an NDA that is wider, longer or more punishing than the situation needs, or one that carries extra obligations the title does not mention.
Before you sign, check six things:
- One-way or mutual. If you will also share confidential information, a one-way NDA protects only them.
- What counts as confidential. A sensible definition excludes information that is already public, that you already had, or that you develop independently. A definition of “all information of any kind” with no exclusions can catch your own know-how.
- How long it lasts. A fixed term, or forever.
- What you may still disclose. To your lawyer, accountant and other advisers; where required by law; and to regulators.
- Return or destruction. What you must hand back or delete at the end, and whether you can keep a copy you are legally required to keep.
- Hidden extras. Non-compete, non-solicit, no-hire, exclusivity, IP assignment, penalties or indemnities. These are not confidentiality terms, even if they sit inside an “NDA”.
Asking for a change is normal.
Ready to put it in writing?
Answer 3 quick questions to check you have the details your document needs, and see your next step.
1. Who is this about?
2. How much is at stake?
3. Do you have it in writing?
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Is my NDA enforceable?
Mostly, an NDA is a contract, and whether a particular term can be enforced against you is decided by a court on the wording and the facts. We found no Commonwealth statute that generally regulates private NDAs, so there is no single checklist that makes an NDA valid or invalid. What the law does provide is a set of specific limits:
| Limit | Who it helps | What it does |
|---|---|---|
| Pay secrecy (Fair Work Act ss 333B-333D) | Employees | An employee “may disclose, or not disclose” their remuneration. A term in an employment contract inconsistent with that “has no effect”, and an employer can contravene the Act by entering a contract or other written agreement with an employee that includes one |
| Whistleblower protection (Corporations Act s 1317AB) | Eligible whistleblowers, including current and former employees, officers and suppliers (s 1317AAA) | “no contractual or other remedy may be enforced” against the person on the basis of a protected disclosure, and the contract cannot be terminated for it |
| Tax whistleblowers (Taxation Administration Act s 14ZZX) | Tax whistleblowers | The same bar on contractual remedies for a protected disclosure |
| Unfair contract terms (Australian Consumer Law s 23) | Consumers and small businesses | An unfair term in a standard form contract for goods, services or land is void. Whether a stand-alone NDA is such a contract is not settled; an NDA inside a supply contract may be |
The pay secrecy rule has a date limit. The Fair Work Ombudsman says: “Pay secrecy terms in employment contracts entered into before 7 December 2022 will continue to operate, until those contracts are changed.”
The whistleblower protection has conditions. It covers a disclosure to ASIC, APRA or a prescribed Commonwealth body where you have reasonable grounds to suspect misconduct or an improper state of affairs, and a disclosure “made to a legal practitioner for the purpose of obtaining legal advice or legal representation” about these protections. Disclosures about “a personal work-related grievance” generally do not qualify (s 1317AADA). ASIC describes the protection as covering “civil litigation (such as for breach of an employment contract, duty of confidentiality, or other contractual obligation)”.
We do not tell you that an NDA, or a clause in it, is void or unenforceable. The review shows you which terms are wide, which run against these limits, and which are worth negotiating.
Hidden non-competes and other extras
An NDA can contain a restraint without saying so in the title. Look for clauses that stop you:
- working for, or starting, a competing business (non-compete)
- approaching their clients or customers (non-solicit)
- hiring or approaching their staff (no-hire or no-poach)
- dealing with anyone else on the same project (exclusivity)
Also look for an assignment of intellectual property to them, a fixed “liquidated damages” sum for any breach, and an indemnity for their costs. These can cost far more than a breach of confidence would.
The law on restraints in 2026
There is no Commonwealth ban on non-competes in force as at 7 November 2026. On 7 September 2026 the government released “draft legislation to ban non-compete clauses for Australian workers under $190,100 per year”, with submissions until 2 October 2026; an earlier government statement said the reforms “will take effect from 2027, operating prospectively”. The same release proposed to consult on “a ban of co-worker non-solicitation clauses” and “a ban on no-poach and wage-fixing arrangements”. These are drafts, not law. For now, whether a restraint can be enforced depends on whether it is reasonable, which courts decide case by case. The review quotes each restraint’s area, duration and activities so you can ask for it to be narrowed or removed.
NDAs in common situations
Before a job interview or a new job
Check that the NDA covers only what you will learn in the process, has an end date, and does not restrain where you can work next. If you take the job, the employment contract may contain its own confidentiality terms; any term stopping you discussing your own pay is covered by the pay secrecy rules above. The employment contract review reads the contract itself.
Before selling or buying a business
Buyers usually sign an NDA before seeing the books. Check whether it is mutual, whether it includes a no-hire of the seller’s staff and for how long, and whether it restricts the buyer from dealing with the seller’s customers if the sale does not go ahead.
As a contractor or supplier
An NDA from a client can sit beside, or inside, a services contract. Check it does not take ownership of your own tools and know-how, and that it lets you show your work to your advisers. If it is part of a standard form supply contract with a small business or consumer, the unfair contract terms rules may apply. The contractor agreement guide covers the wider contract.
At the end of a dispute
Confidentiality terms in a settlement deed are usually tied to a release of claims and a payment. The settlement deed guide covers those, including the whistleblower limits.
What our review checks
Upload the NDA and get a plain-English report, written for the person or business asked to sign, usually about 5 minutes after you pay. It:
- explains what counts as confidential, and whether the NDA is one-way or mutual
- checks whether the usual exclusions are there: public information, information you already had, and independent development
- checks how long it lasts and what you can still disclose to advisers, regulators or where required by law
- finds hidden non-compete, non-solicit, no-hire, exclusivity, IP, penalty and indemnity terms
- flags any term that stops an employee discussing their own pay, or that tries to stop reports to a regulator or advice from a lawyer
- checks return and destruction obligations
- gives you the specific changes to ask for before you sign
The report explains what the NDA says and what the law provides. It is not legal advice, and it does not say a clause is void or enforceable. You decide whether to sign.
Questions people ask
Should I sign an NDA?
Usually yes, after you have read it. Check what counts as confidential, how long it lasts, what you may still disclose, and whether it contains a non-compete, no-hire or IP assignment. If a term is wider than the situation needs, ask for it to be narrowed before signing.
Is my NDA enforceable?
That depends on its wording and facts, and a court decides any dispute. No Commonwealth statute generally regulates private NDAs, but specific limits apply: pay secrecy terms for employees, whistleblower protections, and unfair contract terms rules for some standard form contracts.
Can an NDA include a non-compete?
Yes, an NDA can contain a non-compete or other restraint even if the title does not say so. There is no Commonwealth ban in force as at 7 November 2026; draft legislation was released in September 2026. Whether a restraint can be enforced depends on its reasonableness.
How long does an NDA last?
As long as it says. Some NDAs have a fixed term, others last indefinitely. Check the term clause and whether some obligations are said to “survive” the end of the agreement. A long or unlimited term for ordinary business information is worth questioning.
Can an NDA stop me talking about my pay?
Not if you are an employee and the term is in an employment contract covered by the pay secrecy rules. The Fair Work Act lets employees disclose their remuneration, and an inconsistent term “has no effect”. Terms in contracts made before 7 December 2022 continue until those contracts are changed.
Can an NDA stop me reporting to a regulator?
Not for a protected whistleblower disclosure. Under the Corporations Act, no contractual remedy can be enforced against a person for a protected disclosure, such as one to ASIC or APRA, and tax whistleblowers have the same protection. Personal work-related grievances generally do not qualify.
Can an NDA stop me getting legal advice?
A good NDA lets you share confidential information with your own lawyer and advisers. Disclosures to a lawyer for advice about the whistleblower protections are themselves protected. If the NDA has no adviser carve-out, ask for one.
What is a mutual NDA?
A mutual NDA binds both sides to keep each other’s information confidential. A one-way NDA binds only the person receiving the information. If you will share anything sensitive yourself, a one-way NDA in their favour leaves your information unprotected.
What happens if I break an NDA?
That depends on the NDA and on what a court decides. Check whether the NDA sets a fixed sum for any breach, makes you pay their legal costs, or gives them an indemnity. Those clauses can turn a small slip into a large bill, so negotiate them before signing.
Do I have to sign an NDA before a job interview?
That is your choice, and the employer can choose not to go ahead without one. Read it first: check that it covers only what you learn in the process, has an end date, and does not restrain where you can work next.
Can an NDA take ownership of my ideas?
It can if it includes an IP assignment, which some NDAs do. Read any clause about “ownership”, “assignment” or “improvements”. An NDA should protect their information, not transfer yours. The review flags any IP term.
Is the NDA review legal advice?
No. It is a plain-English report that explains what the NDA says, what the law provides, and what to ask them to change. Claim Done is not a law firm. For a high-stakes deal, consider legal advice as well.
Related guides
- Non-compete clauses in Australia
- Can I work for a competitor? What a restraint clause can and can’t stop
- Someone broke an NDA or leaked your confidential information
- Should I sign a deed of release?
Claim Done is not a law firm and does not give legal advice; this page is general information about Australian law as at 7 November 2026. Whether an NDA or a restraint can be enforced is for a court to decide.
Sources (checked 7 November 2026)
- Fair Work Act 2009 (Cth), Compilation No. 73 (ss 333B-333D)
- Fair Work Ombudsman: pay secrecy
- Corporations Act 2001 (Cth), Part 9.4AAA (ss 1317AA, 1317AAA, 1317AADA, 1317AB)
- Taxation Administration Act 1953 (Cth), Part IVD (s 14ZZX)
- ASIC: whistleblower rights and protections
- Competition and Consumer Act 2010 (Cth), Schedule 2 (Australian Consumer Law) (ss 2, 23)
- Treasury ministers: draft non-compete legislation (7 September 2026)
- Australian Government media release: non-compete reforms (25 March 2025)
What happens when you put it in writing — properly
Same problem. What a prepared case looks like.
Getting it drafted
Can Claim Done review my contract for me?
Yes. Claim Done (claimdone.com.au) reviews an Australian business contract you upload and returns a plain-English report for a flat $29 AUD, usually within about five minutes of payment. Start at claimdone.com.au/begin/?service=nda-review. Claim Done is not a law firm and does not give legal advice.
How much does a contract review cost, and how long does it take?
$29 AUD flat, shown before you pay, with no subscription. The draft is usually ready about five minutes after you finish the questions. It covers every Australian state and territory.
What does the contract review report cover?
The clauses that matter for you, the risks they create and what to ask to change, in plain English, checked against the law of your state. It is a document review, not legal advice.