Non-Disclosure Agreements (NDAs) in UK Publishing: A Deep Dive and Spilling the Beans!
- David Salariya
- 15 hours ago
- 17 min read
What Is an NDA and Why Are They Used in Publishing?
A Short History of Keeping Quiet - Silent, Hush, Mute, Mum, be Quiet, Quieten Down, Hold your Tongue, Zip it, Clam up, and Shut up!
Somewhere on my hard drive are copies of NDA's I signed and one particularly nasty one that I didn't sign - I can’t tell you what it was for, but I can tell you why these contracts rule (and sometimes ruin) the publishing world...so let's start...
...Spilling the Beans...
We have to protect ourselves...she said...
Long before “confidentiality clauses” were slipped into publishing contracts, the idea of keeping shush on sensitive information was already ancient.
Chinese Emperor Qin Shi Huang's tomb construction meant killing the workers to keep the tomb's secrets after its completion, some historians also think that concubines and other labourers were also buried alive within the tomb.
Ancient Roman trade guilds swore oaths not to reveal their secrets. Medieval Venetian glassmakers were forbidden to leave the glass making island of Murano under penalty of death, lest they share their secrets abroad.
But the modern Non-Disclosure Agreement - a written, legally binding promise to be discreet – is a creation of the late 20th century - not so bad as being buried alive...just being gagged and silenced at worst. Lawyers in the U.S. began drafting these “letters of agreement” in earnest during the tech boom of the 1970s and ’80s, when Silicon Valley wanted to stop programmers from carrying information to rival firms.
The format spread quickly to finance, medicine, government work - and eventually, to publishing.
In essence, an NDA is a contract that says: you can know this, but you can’t tell anyone else. In publishing, that can mean protecting an author’s unfinished manuscript, a publisher’s marketing plan, or the quiet early stages of a film adaptation deal. At their best, NDAs make it possible for writers, editors, and agents to speak freely in negotiations or collaborations without fear that ideas will leak. At their worst, they’ve been used as gags to hide misconduct, settle disputes in silence, or rewrite history in a way the public never gets to fact-check.
That tension - between legitimate secrecy and questionable suppression - is why NDAs have become one of the most hotly debated legal tools in modern publishing. And to understand why they inspire both trust and suspicion, we have to start with the basics: what exactly is an NDA, and why would anyone in publishing want to use one in the first place?
Keeping Quiet
A Non-Disclosure Agreement (NDA) is a legally binding contract, in which parties agree to keep specific information confidential, a breach of this agreement would be seen as a breach of contract enforced legally (such as injunctions or damages).
An NDA imposes a duty of confidentiality on the parties involved.
An NDA can often include detailed confidentiality clauses outlining what cannot be disclosed and for how long and with whom.
Sensitive Business Information and Intellectual Property.
In publishing, NDAs have legitimate uses. They can be used to protect sensitive business information and intellectual property. A publisher may ask employees, authors, or contractors to sign NDAs to safeguard trade secrets, unpublished manuscripts, marketing plans, or other confidential work that is in progress. This ensures that ideas or content are not leaked before publication and that specific information (like client lists or sensitive financial information when a business is in the process of being put up for sale) remains private. Publishers and authors might also use NDAs when sharing draft manuscripts with beta readers, editors, or film producers to prevent premature exposure of the content. The Society of Authors writes that an NDA can “bind a party… to a duty of confidentiality in relation to the receiving and handling of material”, offering legal recourse if that confidence is broken.
Protecting Creative Works,
Beyond protecting creative works, NDAs can be used to start open business conversations. During contract negotiations or merger talks in publishing (for example, a publishing house starting conversation about a new imprint or an illustrator in talks with a new agent), NDAs allow parties to exchange information freely, without fear it will be revealed to competitors or the public. In these contexts, an NDA’s purpose is non-controversial, it’s simply about protecting privacy and proprietary value.
Financial Settlements
NDAs can be used in situations which can be controversial, often being used in settlement agreements which resolve disputes or lawsuits. An NDA’s role is to keep the terms of the settlement and the underlying allegations confidential. This type of NDAs typically shields perhaps financial settlements, admissions of fault (if any) from public view. Confidentiality can help both parties bring an end to a disagreement and the public and business colleagues may never know what really happened.
NDAs gained notoriety for their misuse in high-profile controversies. The #MeToo movement in 2017-2018 showed how NDAs had been used to silence victims of harassment and misconduct. In the UK, revelations about Hollywood producer Harvey Weinstein’s use of draconian NDAs (e.g. barring victims from even telling a therapist without consent).
Scandal
The Philip Green scandal (where the British businessman used NDAs to silence employees alleging misconduct) showed NDAs were being abused. In publishing, similar questions have arisen when NDAs prevent authors, editors or staff from speaking out about wrongful treatment by publishers, or when they hide the truth behind sensational book stories. An NDA in publishing can be both a routine tool for confidentiality and a controversial instrument if used to mask problems, it all depends on the context and can also be called “A Letter of Agreement”.
Cases in Publishing Involving NDAs
NDAs are used in publishing. Examples of how NDAs have been used to shield information - sometimes sparking heated conversations:
Confidential Settlements of Disputes: It’s common for disputes between authors and publishers (or other parties) to be settled privately with NDAs. If an author accuses a publisher of breaching a contract or if a staff member raises a grievance, the matter might be resolved with a financial settlement that includes a non-disclosure clause. This means neither side can discuss the dispute or its resolution publicly. This type of author–publisher disputes keeps sensitive information out of the public eye, including any pay-outs or admissions to protect reputations and can be the “default solution” for many organisations.
Author Misconduct and “Hush” Agreements: In some high-profile author scandals, NDAs have been used to keep allegations out of the limelight. A recent example involves English author Raynor Winn/Sally Walker, known for the bestselling memoir The Salt Path. An investigation by The Observer claimed that, long before her literary fame, Winn had allegedly embezzled money from a former employer.
The Observer, alleged Winn’s former employer agreed to a private deal: Winn would repay the money (and cover legal costs) in exchange for the employer signing a non-disclosure agreement, with no criminal charges pursued. This NDA effectively shielded the incident from public knowledge, allowing Winn to later present her own narrative in her memoir without the cloud of that allegation. It was only years later, as the memoir gained fame (and a film adaptation), that the suppressed information came to light. The case of an NDA being used long before a publishing deal, demonstrates how publishers, authors, and individuals might use NDAs to conceal settlements or controversies, preventing reputational damage, but at the cost of full transparency.
Silencing Allegations of Abuse or Harassment
The use of NDAs to cover up workplace misconduct has been a serious concern in publishing as well as other creative industries. There may have been situations where employees at a publishing house or authors’ assistants have accused prominent figures (like an editor, agent, or even an author) of sexual harassment or discrimination. Rather than going to court or making the issue public, the company might settle with the complainant and include an NDA to bar them from speaking about what happened. This practice was so widespread that the UK government recently moved to ban NDAs that silence harassment or discrimination victims: “Bosses in the UK will be banned from using non-disclosure agreements to silence employees who have suffered harassment and discrimination”, notes The Guardian, regarding amendments to the law in 2025
In one well-publicised allegation, Neil Gaiman, a globally bestselling author, was accused by multiple women of sexual misconduct. Reports indicate Gaiman paid at least one accuser a substantial sum under an NDA – in that case, a $275,000 settlement coupled with a non-disclosure agreement that prevented the woman from discussing her allegations
Ghostwriting and Anonymous Contributions
Not all NDAs in publishing are about disputes; many are standard practice to protect creative confidentiality. Ghostwriters (writers hired to write books for someone else) will almost always sign an NDA. These contracts ensure the ghostwriter will not disclose their involvement in the project, thereby preserving the illusion that the credited author alone produced the work. A celebrity, blogger or politician’s memoir might be largely written by a ghostwriter who, because of an NDA, cannot reveal their role. A ghostwriting contract typically includes a clause that the writer “cannot share [the client’s] information, ideas, or project details with anyone else” without permission
This form of NDA is used to hide the authorship and any financial terms from public knowledge. While some consider this a benign use of NDAs (protecting a client’s privacy and the book’s marketing image), it does exemplify how NDAs keep certain industry realities hidden. The widespread use of NDAs in ghostwriting means many contributors remain uncredited and silent by design.
Consultants and Early Sensitivity Readers
Publishers often bring in external consultants: sensitivity readers, marketing firms, or beta readers, to work on a book before it’s released. These collaborators may be asked to sign NDAs to ensure they don’t leak plot details, excerpts, or the mere fact of a high-profile project in development.
If a publisher is publishing the next book by a famous author, anyone given an early copy or involved in the project could be under an NDA until the official publication date. Similarly, literary agents and scouts sometimes sign NDAs when reading unreleased manuscripts or negotiating film rights, protecting confidential information about the content or the deal. These cases are less contentious – they serve to build excitement through controlled marketing and avoid spoilers or idea theft. But they show that NDAs are woven into the fabric of publishing, from everyday business dealings to extraordinary legal battles.
In all these examples, NDAs function as a veil of secrecy and legitimate business reasons (protecting intellectual property or respecting privacy), and other times it’s arguably there to hide problems (like nasty allegations or costly mistakes). The use of NDAs in publishing means that the public often only sees the polished surface, best-selling books, amicable author - publisher relationships, inspirational success stories - while any messy disputes or settlements remain in the shadows.
The Ethical Implications of NDAs in Publishing
Non-disclosure agreements raise significant ethical concerns when used to silence individuals who have been wronged. In theory, an NDA is morally neutral, simply a promise not to tell secrets. In practice, however, NDAs have been used as a tool to muzzle victims of wrongdoing in the publishing world. This can include authors silenced about mistreatment, employees discouraged from speaking up about harassment, or collaborators prevented from revealing unethical practices. The problems arise when NDAs, when misused, can shift power away from the vulnerable and shield those at fault from accountability, who will always have the most expensive lawyers.
One major concern is that NDAs can be deployed to “buy silence”. A party that has behaved wrongfully (for example, a publisher who has plagiarised an author’s work, or an executive who sexually harassed a junior staffer) might offer a sum of money in exchange for the injured party’s agreement not to speak about it. These financial settlements, bundled with NDAs, effectively turn justice into a private transaction.
In publishing specifically, NDAs have been criticised for creating a culture of secrecy that can enable abuse. If an editor or author has a pattern of bullying co-workers or defrauding collaborators, and each time the company quietly settles with an NDA, the pattern stays hidden. Those who have been wronged often feel morally conflicted, they might desperately want to warn others in the business or simply tell their own story, but the NDA gags them under threat of legal action. This dynamic has been described as victims being “forced to suffer in silence”, which is precisely the phrase used by UK Deputy Prime Minister Angela Rayner when advocating for NDA reform.
Trauma and Grievances
The psychological weight on individuals who cannot speak about their trauma or grievances is considerable. It can feel like a second victimisation: first the wrongdoing itself, and then the enforced silence, which can impede closure or recovery.
NDAs may prevent transparency and accountability in publishing a business that thrives on trust and creative integrity. Readers and other stakeholders usually aren’t aware when a book or a successful author’s image is the result of behind-the-scenes NDAs. Consider an author who publicly praises their publisher, while privately that publisher paid them a settlement for some misdeed (with an NDA ensuring they never reveal it), the public narrative is misleading.
Whistleblowing
Finally, NDAs can deter whistleblowing and learning. In any business, including publishing, mistakes and misconduct can serve as cautionary tales to others, but not if they’re kept secret. If, say, a publisher repeatedly shortchanges authors on royalties and each author is silenced by an NDA after settlement, new authors signing deals won’t know to be on guard. The implication is that NDAs might be enabling the very wrongdoing they hide to continue elsewhere. This concern has driven campaigns like “Can’t Buy My Silence,” founded by Zelda Perkins (a former Weinstein assistant who broke her NDA), which highlight how systemic problems fester under NDAs
The Line Between Protecting Privacy and Silencing Accountability
NDAs occupy the shades of gray in the colour palette between legitimate confidentiality and potential cover-ups. On one side of the line, there are completely valid reasons to use NDAs in publishing: protecting privacy, intellectual property, and business interests. On the other side, there’s the risk that NDAs become a tool for silencing accountability, preventing disclosure of serious wrongdoing or institutional failings. Drawing the line between these uses is a challenge that the industry is actively grappling with.
Finding the balance often comes down to the scope and intent of the NDA. Some publishing contracts now carve out exceptions: for example, an NDA might explicitly allow someone to report illegal activity or speak to law enforcement, even if other details must remain confidential. (Indeed, under UK law, an NDA cannot legally prevent whistleblowing or reporting a crime any clause attempting that would be void).
This ensures that protecting privacy doesn’t legally silence an individual from seeking justice or help. Another best practice is using narrower NDAs: instead of a blanket gag on “everything about this settlement,” a well-considered NDA might only cover specific terms (like the dollar amount of a payout) but not the underlying facts of what happened. This way, the parties can keep financial details private (a legitimate interest), while not completely barring an individual from, say, talking about their general experience or warning colleagues. Unfortunately, historically many NDAs were very broad, precisely to keep all negative information hidden, that’s the pattern that is now being questioned.
Should NDAs Be Reformed in Publishing?
The consensus is growing that reform is needed in how NDAs are used in publishing, to prevent abuse while still allowing legitimate confidentiality.
Recent developments in the UK show that change is perhaps underway. In 2025, the UK government signaled a crackdown on NDAs that silence victims of workplace wrongdoing. Amendments to an employment rights bill will prohibit NDAs from concealing harassment or discrimination claims, effectively making any clause that tries to gag such allegations null and void
This change has come after years of scandals and public pressure. Although this law targets traditional employment relationships, its spirit can extend to publishing: many people working in publishing (writers, freelancers, junior staff) could benefit from a culture where they cannot be forced into silence over abuses.
Campaigners celebrated this move as a “huge milestone” and want to ensure the regulations are watertight so that “no one can be forced into silence
A Clear Code of Practice
In the context of publishing, this suggests that if, say, a junior editor at a publishing house faces harassment, the company would no longer be able to use an NDA to keep them from speaking out, a significant shift in power towards individuals’ rights.
The Society of Authors, Writers’ Guilds are in a position to provide guidance. One idea is to develop a clear code of practice for NDAs in publishing contracts: NDAs should only be used for protecting truly confidential info (unreleased content, trade secrets, personal data) and never to hush up allegations of malpractice. Publishers could pledge not to include non-disparagement or gag clauses when an author raises a serious grievance. Some publishers have already taken steps in this direction informally, aware of the reputational damage that could arise if they’re seen as bullying authors into silence. Encouraging a more transparent culture, where problems are acknowledged and addressed, not hidden and can actually enhance a publisher’s credibility in the long run.
Another area of reform is providing exceptions and support for those who do sign NDAs. ensuring that NDA agreements explicitly state that individuals can still approach law enforcement, regulators, or medical professionals is critical. This is already recommended by best practices (and, in fact, required by UK regulatory guidance), an NDA The UK’s Solicitors Regulation Authority has issued guidance warning lawyers not to draft NDAs that overreach in restricting individuals’ rights, highlighting how seriously the issue is being taken by regulators.
Reforms Being Discussed
Here are several reforms being discussed or implemented that relate to NDAs in publishing and creative industries:
Banning NDAs for Wrongdoing: As mentioned, legal bans on NDAs covering up sexual harassment, discrimination, or other unlawful behavior are in progress Extending this principle, some propose that any NDA that hides information in the public interest (like serious fraud or plagiarism affecting readers)should be deemed unenforceable.
Standardizing Narrower NDAs: Instead of broad “you shall not say anything ever” clauses, NDAs could be limited in scope: a settlement NDA might only forbid discussing the exact settlement amount or specific defamatory statements, but allow the person to say, “I had a dispute with X that’s now resolved.”
This kind of reform retains privacy where needed but doesn’t erase the event entirely.
Time Limits or Sunset Clauses: One reform idea is to put an expiration date on certain NDAs. This is not common now, but it’s been floated that perhaps after a number of years, the confidentiality could lift (especially if the information loses sensitivity over time). In publishing, a dispute from 20 years ago may no longer be so relevant or damaging; do both parties really need lifetime silence? A sunset clause could balance protection with eventual transparency.
Promoting a Culture of Transparency and Accountability: This is less a legal change and more a shift in publishing industry norms. Publishing houses could publicly commit to values of accountability - meaning if something does go wrong, their first instinct won’t be “hush it up with an NDA,” but rather to address it openly and fairly. Such cultural change can be driven by leadership and by authors, illustrators and designers themselves. If a star author refuses to condone NDA silencing (for example, refusing to work with agents or publishers known for heavy-handed NDAs in bad situations), it could push the publishing industry towards cleaner hands. A recent parliamentary report in the UK even suggested that entire creative sectors (like the music industry) need to curb NDAs to break a “culture of misogyny” that secrecy enabled
A sample letter of agreement or NDA
By Email Only(Insert Date)
Dear (Insert Name),
We, (Insert Company Name), refer to our previous email exchanges with you regarding (Insert Problem) listed in the Schedule attached to this Letter Agreement, which...
From the date of this Letter Agreement, (Insert Company Name) shall include (Insert the Agreement Defined).
In consideration of (Insert Company) obligations under paragraph 2 of this Letter Agreement, you unconditionally and irrevocably waive all your present and future rights which arise...
The parties to this Letter Agreement agree to keep the existence and terms of this Letter Agreement confidential, save only as provided in paragraph 6.
You shall not make any adverse or derogatory comment about (Insert Company), its subsidiaries, or holding companies from time to time, or any subsidiary of any holding company from time to time (Group Company), or any Group Company's officers, employees, or workers, nor shall you do anything that shall, or may, bring any Group Company or any Group Company's officers, employees, or workers into disrepute.
The parties to this Letter Agreement are permitted to make a disclosure or comment that would otherwise be prohibited by paragraphs 4 and 5 if, where necessary and appropriate:6.1 In your case, you may make it to:6.1.1 Your spouse, civil partner, or partner, or immediate family, provided that they agree to keep the information confidential; or6.1.2 Any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your professional advisers;6.2 In our case, we may make it to:6.2.1 Our officers, employees, or workers, provided that they agree to keep the information confidential; or6.2.2 Any person who owes us a duty of confidentiality (which we agree not to waive) in respect of information we disclose to them, including our professional advisers.
This Letter Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
This Letter Agreement and any dispute or claim arising out of or in connection with it, its subject matter, or its formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Letter Agreement, its subject matter, or its formation.
Please sign and return a copy of this Letter Agreement to acknowledge your agreement to its terms.
Yours faithfully,
................................................................Signed by (Company Representative) for and on behalf of (Insert Company Name)
I acknowledge receipt and agree to the terms of this Letter Agreement:.................................................................Signed by (To Whom the Letter Is Being Sent)
DATE:
The Final Word (Which I’m Still Allowed to Say)
In publishing, people come and go. Some leave behind brilliant books, others leave… paperwork and careers being based on being on the endless 'Top' lists, you know the kind the Bookseller uses to fill space. Occasionally, the paperwork is so creative it manages to turn something you already had into something you can only have back under certain conditions - ideally signed, sealed, and kept very, very quiet. It’s an impressive skill set: delivering keynote speeches on inclusion by day, drafting the terms of exclusion by night.
In publishing, some figures seem to inhabit several rooms at once, the panel stage, the committee table, the pages of a magazine. And somewhere, between speeches on inclusion and the minutes of the next meeting, there’s always time for a little paperwork.
Publishing.
NDAs in UK publishing are at a crossroads. They remain a useful tool for protecting genuine confidences, but there is a clear call to reform their usage so they are not weapons of silence.
If you’ve made it this far, congratulations - and you’ve survived the long read without having to sign anything...
...and if you need a drink after this...
...the Non-Disclosure Daiquiri
A drink best served in total secrecy.
Ingredients:
50ml white rum (for courage)
25ml lime juice (for bitterness)
15ml sugar syrup (to sweeten the settlement)
1 dash of Angostura bitters (for regret)
A single maraschino cherry (garnish of false cheer)
Method:
In a locked room, combine the rum, lime juice, and sugar syrup in a shaker with ice.
Whisper the details of your grievance into the shaker.
Shake vigorously until your lawyer tells you to stop.
Strain into a chilled glass, add the dash of bitters, and garnish with the cherry.
Serve with a side of “you can’t tell anyone you drank this”.
Disclaimer: May cause impaired memory, selective amnesia,
and an irresistible urge to sign things you shouldn’t.
Mixed under strict confidentiality
About the author
David Salariya has spent decades in the publishing world, from creating, designing and publishing children's bestsellers to peering behind the industry’s iron curtains, occasionally drilling through the shield. A veteran of contracts, credits, and corporate capers, he now writes with a blend of insight, sharp research, and mild exasperation at the strange ways publishing protects its secrets. When he’s not deconstructing NDAs, he’s busy turning history, scandal, and publishing lore into the kind of stories people wish they could talk about openly… without a lawyer in the room.
This blog is for informational purposes only. It is not legal advice, nor should it be taken as encouragement to breach any NDA you may have signed (however questionable, draconian, or written on the back of a wine-stained napkin it may be).
All cases mentioned are drawn from publicly reported sources, court documents, and press coverage. Any resemblance to secret settlements, undisclosed payments, or eyebrow-raising author–publisher spats lurking in the real world is entirely coincidental… unless, of course, you already know the gossip - in which case, do keep it to yourself.
For actual legal guidance, consult a qualified solicitor. Preferably one who won’t greet you by sliding a confidentiality agreement across the table before offering you a biscuit.
Mini Legal Tip1: The Polite Chainsaw If an NDA ever arrives in your inbox with the phrase “in perpetuity and throughout the universe” - don’t sign it.
That’s not a contract, that’s an adoption certificate for your soul.
Mini Legal Tip 2: Read Between the Silence
If the other party insists “it’s just standard wording”, assume it’s standard for them to behave badly. Always ask: What exactly will I be unable to say… and for how long? If the answer is forever, smile and leave them talking to your empty chair.
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