One-way (unilateral) non-disclosure agreement template
A one-way NDA protects information that flows in one direction: a founder showing an idea to a contractor, a company sharing figures with a possible buyer, an inventor talking to a manufacturer. Fill in the details and the agreement is laid out as a PDF with a signature block for each side.
This template is a general starting point, not legal advice. Laws differ between countries and states, so have it checked before signing anything important.
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Anything you leave empty becomes a blank line in the document, to fill in by hand or during signing.
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Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is made on __________ between __________, of __________ (the "Discloser"), and __________, of __________ (the "Recipient").
1. Purpose
The Discloser intends to share information with the Recipient for the purpose of __________ (the "Purpose"). Only the Discloser shares information under this Agreement.
2. Confidential Information
"Confidential Information" means any non-public information the Discloser shares with the Recipient in connection with the Purpose, in any form, that is marked as confidential or that a reasonable person would understand to be confidential.
It does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) the Recipient already lawfully knew; (c) the Recipient develops independently without using the Confidential Information; or (d) the Recipient lawfully receives from a third party who is free to disclose it.
3. Recipient’s Obligations
The Recipient will: (a) use the Confidential Information only for the Purpose; (b) protect it with at least reasonable care; (c) share it only with people who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as these; and (d) tell the Discloser promptly after becoming aware of any unauthorized use or disclosure.
4. Disclosures Required or Protected by Law
If the Recipient is required by law or court order to disclose Confidential Information, it will, where legally permitted, give the Discloser prompt written notice and disclose only the part that is legally required. Nothing in this Agreement prevents reporting a possible violation of law to a government authority or any other disclosure protected by whistleblower laws.
5. Return or Destruction
On written request, the Recipient will promptly return or destroy the Confidential Information. Copies it must keep by law or that exist in routine backups remain subject to this Agreement.
6. No License
All Confidential Information remains the property of the Discloser. This Agreement grants no license or other right in it, and it is provided "as is". Neither party is obliged to enter into any further agreement.
7. Term and Remedies
The Recipient’s obligations continue for __________ from the effective date, except that trade secrets remain protected for as long as they remain trade secrets under applicable law. Because unauthorized disclosure may cause harm that money alone cannot put right, the Discloser may seek injunctive relief in addition to any other remedy.
8. General
This Agreement is governed by __________. It is the entire agreement between the parties about its subject, may only be changed in writing signed by both, and may be signed in counterparts and with electronic signatures.
Discloser
__________
Recipient
__________
One-way or mutual?
Use a one-way NDA when only one side will share anything sensitive — the other side is only listening. If both sides will share, a mutual NDA avoids a second agreement later and costs nothing extra.
What to check before you sign
A few details decide most of what this agreement does.
- Describe the purpose precisely; it limits what the Recipient may do with the information.
- Pick a realistic term. Two to five years is common for commercial information.
- Choose a governing law that the Discloser can actually use, usually where the Discloser is based.
- For a valuable invention or the sale of a business, have a lawyer review it first.
Frequently asked questions
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