The failure by an insured to declare a material fact, which would have affected the insurer’s ability to assess the risk, the terms of the policy and/or premium charged.

This Agreement is made on [date] Parties 1 [Name of Employer] is a company incorporated in England with registered number [number] whose registered office is at [address] (the Employer); and 2 [Name of Employee], of [address] (you). Background (A) You [are OR will be OR were] employed by the Employer as [insert job title or position] pursuant to the Contract of Employment. (B) In the course of your employment, the Employer [will disclose OR has disclosed] Confidential Information to you. (C) The Parties have agreed to enter into this Agreement in connection with the disclosure and use of Confidential Information[ during the Employment and] after the termination of the Employment. FORTHCOMING CHANGES: Changes to NDAs are contained in section 6 of the Victims and Courts Act 2026 (VCA 2026) and section 24 of the Employment Rights Act 2025 (ERA 2025). Under VCA 2026, s 6 (not yet in force), a new section 17 will be inserted into VPA 2024 that will allow a victim of criminal conduct, or a person who reasonably believes they are a victim, to make a disclosure to anyone for any purpose. With the exception

Non-disclosure agreement: an agreement to keep certain information confidential.

Non-disclosure agreements (NDAs), or confidentiality clauses, are contractual provisions which seek to prohibit the disclosure of information. Such clauses: • are common in agreements to settle employment disputes or to end employment, as part of a mechanism for both sides to move on with a clean break (for further information, see Practice Note: Settlement agreements in employment—practical and tax issues and in particular the main section: Confidentiality, non-disclosure and whistleblowing) • may also be included in contracts of employment, eg to protect commercially sensitive information (for further information, see: The legal considerations below and Practice Note: Restrictions and other express terms during employment—Disclosure of confidential information during employment) In this Practice Note, a reference to a confidentiality provision or NDA includes a stand-alone NDA and a confidentiality or secrecy clause in an employment contract, settlement agreement or other employment-related agreement. The use of confidentiality provisions or NDAs came under scrutiny as a result of certain high profile cases in 2017 (including in relation to allegations against Harvey Weinstein and Sir Philip Green),

Dispute Resolution analysis: The Supreme Court has clarified the meaning of ‘deliberate concealment’ under section 32(1)(b) of the Limitation Act 1980 (LA 1980). Concealment includes both actively hiding something and simply not disclosing it. However, the Supreme Court rejected any other ‘elaboration’ on the term. In particular, there is no need to establish the defendant was under a legal or moral duty to make the disclosure. Upholding the Court of Appeal’s decision, the Supreme Court found that Mrs Potter’s claim against Canada Square (and likely many others) is not time barred. While this will be welcomed by claimants seeking to postpone the limitation period, there was also good news for defendants. The Supreme Court held that the word ‘deliberate’ does not include the term ‘reckless’, as there must always be an intention to conceal. Overall, while the meaning of the legislative terms has been clarified, questions remain over the status of claims based on non-disclosure, given the requirement to evidence an intention to conceal. Written by Harriet Campbell, senior knowledge lawyer at Penningtons Manches Cooper LLP.

Family analysis: The Court of Appeal allowed the husband’s appeal against the decision at first instance, which largely gave effect to a pre-nuptial agreement that made no financial provision for him, also making a lump sum of £400,000 to satisfy his assessed needs. The judgment demonstrates the approach to intentional non-disclosure in the context of a pre-nuptial agreement, synthesising the approach to non-disclosure adopted by the Supreme Court in Sharland v Sharland. Written by Katie Skinner, senior associate, chartered legal executive at Rayden Solicitors.

ARCHIVED: This archived Practice Note provides information on the data protection regime before 25 May 2018 and reflects the position under the Data Protection Act 1998 (DPA 1998). This Practice Note is for background information only and is not maintained. The DPA 1998 requires that data controllers process personal data in accordance with the eight data protection principles (see Practice Note: Data protection principles under the DPA 1998). In addition, a data controller must not disclose personal data to third parties contrary to the non-disclosure provisions set out in section 27(3) DPA 1998, which include: • the first data protection principle (fair and lawful processing), except for the requirement to satisfy one or more of the conditions for processing (DPA 1998, Sch 2 and 3) • the second (purposes), third (adequacy), fourth (accuracy) and fifth (retention) data protection principles • an individual's right under section 10 DPA 1998 to prevent processing likely to cause damage or distress • an individual's right under section 14 DPA 1998 to have incorrect personal data rectified, blocked,

This Practice Note sets out information on the non-disclosure orders information scheme (previously known as the non-disclosure injunctions information collection scheme). It explains what it is and when and how it operates. What is this? The non-disclosure injunctions information collection scheme (the Scheme) originally came into force on 1 October 2012 as a pilot scheme, its aim being to collate information relating to non-disclosure injunctions (ie anonymised and super-injunctions or ‘privacy injunctions’). Following concerns expressed in Parliament and the media about the lack of available data concerning the number of super-injunctions and anonymised injunctions applied for and granted in privacy proceedings, Lord Neuberger MR established a committee. In May 2011, the committee published a report entitled ‘Report of the Committee on Super-Injunctions’. Following this report the following were issued: • Practice Guidance—this applies when seeking interim non-disclosure orders. The Practice Guidance sets out recommended practice regarding any application for interim non-disclosure orders. For more information, see Practice Note: Applications for interim injunctions for breaches of privacy • a new practice direction—this established the pilot scheme for the collection

Local Government analysis: This wide-ranging Court of Appeal decision arises from a judicial review challenge brought by the parents of a child with severe disabilities, who required 24-hour care. The Court of Appeal, on behalf of whom Lady Justice Whipple gave the lead judgment, made findings on a range of issues, including: non-disclosure; unjust enrichment; breach of statutory duty; and admission of fresh evidence on appeal. However, the issue of whether the parents of the appellant could recoup costs incurred on behalf of A, from a respondent in judicial review proceedings, when the parents were not the appellant, was left unanswered. Written by Hannah Lynch, barrister at Parklane Plowden Chambers.

Non-discrimination and Article 24 of the OECD model convention Non-discrimination is a term that is used generally to deal with preventing one person from being treated more harshly than another, usually on grounds which it is agreed are unjustified, where such persons are in situations regarded as comparable with one another. Article 24 of the Organisation for Economic Co-operation and Development (OECD) model tax convention (OECD MTC) deals with the elimination of tax discrimination by affording specific protections for particular groups of persons against particular types of tax-related discrimination. Article 24 of the OECD MTC broadly deals with the following five types of discrimination: • paragraph (1) establishes the principle that tax discrimination on the grounds of nationality is forbidden and that the nationals (whether individuals or companies) of one contracting state shall not be subject in the other contracting state to any taxation requirements which are more burdensome than those to which nationals of the other contracting state are subject in the same circumstances • paragraph (2) provides similar protection for stateless persons • paragraph

Non-discrimination is a principle of EU law which prohibits discrimination between individuals or groups on the basis of their particular characteristics.

Accounting reserves including the share premium account and capital redemption reserve which companies are prohibited from distributing to shareholders other than in specific circumstances (see CA 2006, ss 610 and 733).