One-Way Non-Disclosure Agreement Example

Explore a comprehensive one-way non-disclosure agreement (NDA) example that outlines the essential elements and structure needed to protect confidential information in business relationships.
By Jamie

One-Way Non-Disclosure Agreement Example

A One-Way Non-Disclosure Agreement (NDA) is a legal contract designed to protect sensitive information shared between two parties, where only one party discloses confidential information. This type of NDA is commonly used in various business contexts, such as when a company shares proprietary data with a potential investor or partner.

Key Components of a One-Way NDA

  • Definition of Confidential Information: Clearly define what constitutes confidential information. This can include trade secrets, business plans, financial data, customer lists, and more.
  • Obligations of the Receiving Party: Specify the obligations of the party receiving the confidential information, such as not disclosing it to third parties and using it solely for the purpose defined in the agreement.
  • Term of Agreement: Indicate how long the NDA will remain in effect. This can be a specific number of years or until the information is no longer considered confidential.
  • Exclusions from Confidentiality: Outline any information that is not subject to confidentiality, such as publicly available information or information the receiving party already knew prior to receiving it.
  • Governing Law: Specify the jurisdiction that will govern the agreement in the event of a dispute.

Example Template

Here is a simple example of a One-Way Non-Disclosure Agreement template:

## ONE-WAY NON-DISCLOSURE AGREEMENT (NDA)

**This Non-Disclosure Agreement (the "Agreement") is made as of [Date] by and between [Disclosing Party Name] with a principal place of business at [Address] (the "Disclosing Party") and [Receiving Party Name] with a principal place of business at [Address] (the "Receiving Party").**

## 1. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" shall include all information disclosed by the Disclosing Party to the Receiving Party, whether written, oral, or electronic, that is designated as confidential or that should reasonably be understood to be confidential.

## 2. Obligations of the Receiving Party
The Receiving Party agrees to:

- Keep the Confidential Information confidential and not disclose it to any third parties without the prior written consent of the Disclosing Party.
- Use the Confidential Information solely for the purpose of [Specify Purpose].

## 3. Term of Agreement
This Agreement shall remain in effect for a period of [Number of Years] from the date of disclosure of the Confidential Information.

## 4. Exclusions from Confidentiality
Confidential Information does not include information that:

- Is or becomes publicly known through no fault of the Receiving Party;
- Was in the Receiving Party's possession prior to its disclosure by the Disclosing Party;
- Is independently developed by the Receiving Party without reference to the Confidential Information.

## 5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

**IN WITNESS WHEREOF, the parties hereto have executed this One-Way Non-Disclosure Agreement as of the date first above written.**

__________________________  
[Disclosing Party Name]  

__________________________  
[Receiving Party Name]

Conclusion

Having a well-structured One-Way Non-Disclosure Agreement can significantly benefit businesses by safeguarding their confidential information. Always consult with a legal professional to ensure that your NDA meets the specific needs of your situation.