This One-Way NDA Example Stops Your Ideas Walking Out the Door

Why a one-way NDA is more common than you think

Most people assume NDAs are always mutual. In reality, a lot of early-stage conversations are one-directional. One side talks, the other side listens.

Think about a startup founder walking into a venture capital firm for a first pitch. The investor is hearing dozens of ideas a week and doesn’t want to be bound by every conversation. The founder, on the other hand, is about to share product roadmaps, pricing models, and maybe even unfiled patent concepts. That’s a textbook one-way disclosure.

Or take a small manufacturer showing a big retailer a new product line. The retailer wants to see sales projections and supplier margins. The manufacturer is doing the talking; the retailer mainly evaluates. Again, a one-way NDA fits better than a mutual one.

So if you’ve ever thought, “Why is their template only protecting them?” there’s a good chance you were looking at a one-way NDA.

What does a one-way NDA example actually look like?

Let’s walk through a realistic one-way NDA structure. This isn’t legal advice and it’s not a substitute for a lawyer, but it will help you recognize the moving parts and spot red flags.

A typical one-way NDA example will include:

• A clear identification of the parties
• A definition of what counts as “Confidential Information”
• Rules on how the receiving party must handle that information
• Carve-outs (what is not confidential)
• Duration of the confidentiality obligation
• Permitted disclosures (for example, to employees or advisors)
• Remedies if things go wrong

The trick is not just having these sections, but having them written in a way that matches how your business actually operates.

How the parties are named sets the tone

You’ll usually see something like:

“This Non-Disclosure Agreement (the ‘Agreement’) is entered into as of [Date] by and between [Disclosing Party], with its principal place of business at [Address] (‘Disclosing Party’), and [Receiving Party], with its principal place of business at [Address] (‘Receiving Party’).”

Nothing fancy, but it matters. If you are the one sharing sensitive information, you want to be clearly labeled as the Disclosing Party. In a one-way NDA, only that role gets the real protection.

It sounds obvious, but people do sign NDAs where the roles are flipped, especially when they accept the other side’s template without reading it closely. That’s how you end up in the slightly awkward situation where you’re promising to protect their information while they have no obligation regarding yours.

Where the definition of “Confidential Information” quietly decides the whole game

This is where one-way NDAs either protect you properly or fall apart. A common example clause reads:

“For purposes of this Agreement, ‘Confidential Information’ means any non-public information disclosed by Disclosing Party to Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.”

On paper, that sounds reasonable. In practice, the details matter:

• If your NDA only protects information marked “Confidential,” your casual Zoom explanation or whiteboard sketch might not be covered.
• If it includes anything that “reasonably should be understood” as confidential, you’ve got broader coverage—but also more room for arguments later.

Founders often underestimate how narrow these definitions can be. One early-stage SaaS company I worked with shared their entire customer list with a potential acquirer under an NDA that only covered information labeled “Confidential.” The spreadsheet had no header, no footer, nothing. When the deal died and the acquirer later targeted those same customers, the NDA was suddenly a lot less helpful.

If you’re the disclosing party, you want the definition to:

• Cover oral and written disclosures
• Not depend entirely on a “Confidential” stamp
• Include things like business plans, financials, technical data, and customer information explicitly

The carve-outs: where the receiving party gets breathing room

No serious one-way NDA example will say “everything you ever hear from us is confidential forever.” That’s not how courts—or reality—work.

You’ll almost always see carve-outs like:

Confidential Information does not include information that:

• is or becomes publicly available through no fault of Receiving Party;
• was lawfully known to Receiving Party before disclosure by Disclosing Party;
• is received from a third party without breach of any obligation of confidentiality; or
• is independently developed by Receiving Party without use of Disclosing Party’s Confidential Information.

These carve-outs are actually healthy. Without them, the NDA becomes so unrealistic that it’s hard to enforce. The real question is how they’re drafted.

If you’re sharing a novel algorithm, you don’t want the other side to claim they “independently developed” the same thing two weeks later without any proof. Some agreements require documented evidence of independent development. If that language is missing, you’re relying a lot on trust.

How long should a one-way NDA last?

This is where negotiations often get stuck. The disclosing party wants protection “forever.” The receiving party wants something more practical.

A common compromise in one-way NDA examples looks like:

“Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect for a period of [two / three / five] years from the date of disclosure.”

In tech and fast-moving markets, three to five years is pretty normal. For trade secrets—think formulas, manufacturing processes, or source code—parties sometimes agree that specific categories stay confidential indefinitely.

If the other side is pushing hard for a very short period, like one year, ask yourself: will the information still matter after that? If the answer is yes, that end date might be a problem.

Use and disclosure: what the receiving party can actually do

A standard use clause in a one-way NDA example might say:

“Receiving Party shall use the Confidential Information solely for the purpose of evaluating a potential business relationship with Disclosing Party and shall not use the Confidential Information for its own benefit or for the benefit of any third party.”

That single sentence does a lot of work:

• It limits the purpose: evaluation, not competition
• It blocks using your information to help their other portfolio companies, suppliers, or partners

Then comes the disclosure rule:

“Receiving Party may disclose Confidential Information only to its employees, officers, directors, and professional advisors who have a need to know such information for the purpose described above and who are bound by obligations of confidentiality no less protective than those set forth in this Agreement.”

This is where you want to watch for vague language. If the clause lets them share your information with “affiliates and partners” without any real guardrails, your confidential deck might end up in way more inboxes than you intended.

Return or destruction: what happens when the conversation ends

In a clean one-way NDA example, you’ll see something like:

“Upon Disclosing Party’s written request, Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession or control and certify in writing that it has done so, except that Receiving Party may retain one archival copy solely for legal and compliance purposes.”

This is less about the physical paper and more about limiting future misuse. In reality, backups and email archives exist, and everyone knows it. That’s why the archival copy exception is there. What matters is that active working copies are not floating around indefinitely.

If the NDA doesn’t mention return or destruction at all, you’re leaving a loose end.

Remedies: what if they leak your information anyway?

No one signs an NDA planning to breach it. But people do, sometimes out of carelessness, sometimes out of convenience.

Most one-way NDAs include an injunctive relief clause, something like:

“Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages may be an inadequate remedy, and agrees that Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.”

That sentence is basically you saying: “If you leak this, we don’t just want a check; we want a court order making you stop.”

Courts in the U.S. generally recognize that trade secret and confidential information disputes can justify this kind of relief, especially under state trade secret laws and the federal Defend Trade Secrets Act.

For background on how U.S. law treats trade secrets, the U.S. Patent and Trademark Office has a useful overview: https://www.uspto.gov/ip-policy/trade-secret-policy.

Where one-way NDAs go wrong in real life

The theory is nice. The reality can be messy.

Take a small biotech company that shared early clinical data with a large pharmaceutical company. Their one-way NDA only defined Confidential Information as information “marked confidential.” The pharma team took detailed notes during the meeting, none of which were stamped or labeled. Years later, when a similar compound appeared in the pharma company’s pipeline, the biotech had a very hard time arguing that the notes themselves were covered.

Or consider a freelance product designer who signed a big client’s one-way NDA without reading past page one. The agreement was drafted so that only the client’s information was confidential. The designer assumed it went both ways. It didn’t. When the relationship soured, the client walked away with all of the designer’s concept work and no contractual duty to keep it under wraps.

These aren’t exotic edge cases. They’re the kinds of quiet, annoying problems that show up when people treat NDAs as paperwork instead of as actual contracts.

When a one-way NDA makes sense—and when it doesn’t

A one-way NDA usually makes sense when:

• Only one side is sharing sensitive information in any meaningful way
• The other side has strong policy reasons not to sign mutual NDAs (common with investors)
• You’re doing a short, focused disclosure for a specific evaluation

It starts to make less sense when the conversation becomes more collaborative. If both sides are now sharing roadmaps, pricing, and customer data, a mutual NDA often fits the reality better.

There’s also a cultural element. Some investors in Silicon Valley will flatly refuse NDAs before investing, citing deal flow and conflict concerns. Whether you accept that is a business decision, not just a legal one. But if you do go ahead without an NDA, it’s worth being brutally honest about what you’re comfortable sharing.

For a good primer on business contracts in general, including confidentiality clauses, Cornell Law School’s Legal Information Institute is surprisingly readable: https://www.law.cornell.edu/wex/contract.

How to sanity-check a one-way NDA template before you sign

You don’t need to be a lawyer to do a first pass. Before you send or sign a one-way NDA example, walk through a few practical questions:

• Does it clearly say that your information is what’s being protected? Check the party labels.
• Is the definition of Confidential Information broad enough to cover how you actually share things? If you mostly talk and screen-share, a “written only” definition is a problem.
• Are the carve-outs standard, or are they so broad that everything important could be argued out of the definition?
• Is the duration realistic for how long your information will matter? Think in years, not months.
• Can they share your information with “affiliates” or “partners” without limits? If so, that’s worth tightening.

And then, once you’ve done that sanity check, actually talk to counsel if the stakes are high. The U.S. Small Business Administration has a helpful general guide on working with lawyers and contracts: https://www.sba.gov/business-guide/plan-your-business/prepare-business-licenses-permits (it’s broader than NDAs, but good context if you’re new to this).

FAQ: One-way NDA example questions people keep asking

Does a one-way NDA protect both parties at all?

No. By design, a one-way NDA only creates confidentiality obligations for the receiving party. The disclosing party is not making the same promise in return. If both sides are sharing sensitive information, you either need a mutual NDA or two one-way NDAs pointing in opposite directions.

Is an email NDA or click-through NDA enforceable?

It can be. Courts in the U.S. have enforced NDAs formed by email or electronic acceptance, as long as there’s clear evidence that both sides agreed to the terms. The risk with informal NDAs is not so much enforceability as ambiguity—no one remembers exactly what was agreed. A signed, dated document (even electronically signed) is simply cleaner.

Can I use a one-way NDA template I found online?

You can, but you’re taking on some risk. Generic templates often:

• Assume laws from a specific state that may not match yours
• Use narrow definitions that don’t fit your business
• Skip important details like return/destruction obligations

As a starting point to understand structure, templates are fine. As a final contract for a high-stakes deal, they’re more of a “better than nothing” option than a solid strategy.

What law should govern my NDA?

Most one-way NDA examples specify a governing law and jurisdiction, like “the laws of the State of Delaware” or “the State of California.” If the other side is much larger, you’ll probably end up with their preferred state. If you have a strong home state base and leverage in the negotiation, you might push for your own. Either way, having some clear governing law is better than a silent agreement.

Is an NDA the same as a trade secret agreement?

Not exactly. An NDA is a contract between parties. Trade secret protection is a legal status under state and federal law. A good NDA helps you show that you treated your information as confidential, which is one of the requirements for trade secret protection, but the two are not interchangeable. For more on trade secrets under U.S. law, the USPTO’s trade secret resource is a solid starting point: https://www.uspto.gov/ip-policy/trade-secret-policy.

A one-way NDA example is just that—an example. The real power comes from matching the words on the page to the way you actually share information. If your contract says one thing and your behavior says another, the paper won’t save you. But if you align the two, that quiet little agreement can be the difference between a productive conversation and a long, expensive regret.