Who needs this document
You need an NDA if you are about to share sensitive business information — a business idea, financial data, client list, or proprietary process — with another party and want to ensure it stays confidential. NDAs are essential for businesses, startups, freelancers, and individuals across Kenya and all common law jurisdictions. Looking for a mutual NDA where both parties share confidential information? See our dedicated mutual NDA page at /documents/nda-mutual.
Frequently Asked Questions
Is an NDA enforceable in Kenya?
Yes. Non-disclosure agreements are enforceable under the Law of Contract Act (Cap. 23) where they protect a legitimate business interest, the information qualifies as confidential, and the restrictions are reasonable in scope and duration.
What remedies are available if someone breaches an NDA in Kenya?
You can seek: (1) an injunction to stop further disclosure, (2) damages for losses caused by the breach, and (3) in some cases, an account of profits if the breaching party benefited from the disclosure. An injunction is often the most valuable remedy as it prevents ongoing harm.
Is an NDA enforceable internationally?
Yes. NDAs are enforceable in all common law jurisdictions. For cross-border NDAs, specify the governing law and jurisdiction. Courts in the UK, Australia, India, Kenya, and Nigeria have all upheld well-drafted NDAs protecting genuine confidential information.
What information can an NDA protect in Kenya?
An NDA can protect trade secrets, business plans, financial information, client lists, pricing strategies, proprietary processes, software code, and any information that derives business value from being kept confidential. Information already in the public domain cannot be protected by an NDA.
How long should an NDA last?
Two to five years is typical for most business NDAs in Kenya and common law countries. Trade secrets may justify indefinite or longer protection. Kenyan courts assess whether the duration is reasonable — an unlimited NDA for general business information may be partially struck down.
What remedies are available if someone breaches an NDA in Kenya?
You can seek: (1) an injunction to stop further disclosure immediately — often the most valuable remedy, (2) damages for losses caused by the breach, (3) an account of profits if the recipient benefited commercially from the disclosed information. Courts in Kenya have granted injunctions for NDA breaches where irreparable harm was threatened.
Is an NDA enforceable against an employee who leaves in Kenya?
Yes, if the NDA explicitly states it survives termination (a survival clause). It protects genuine confidential information — trade secrets, client data, proprietary processes — but cannot prevent a former employee from using their general skills and industry knowledge. Courts strike down clauses that are unreasonably broad.
Is this NDA valid in the UK?
Yes. LegalEase common law NDAs are drafted to principles recognised in England and Wales, Scotland, and Northern Ireland. UK-specific considerations include compliance with the Defend Trade Secrets Act principles and ensuring the NDA does not prevent whistleblowing protected under the Public Interest Disclosure Act 1998. For high-value transactions, we recommend review by a UK solicitor.