One-Way NDA Template: Protecting Your Confidential Information

A one-way non-disclosure agreement (NDA) is a legal contract where only one party discloses confidential information and the other party agrees to keep it secret. This type of NDA is ideal when you're sharing sensitive information but not receiving any in return.

What is a One-Way NDA?

A one-way NDA, also known as a unilateral NDA, is a confidentiality agreement where:

• One party (the discloser) shares confidential information
• The other party (the recipient) agrees to keep it confidential
• Only the recipient is bound by confidentiality obligations
• The discloser has no confidentiality obligations

This asymmetry makes one-way NDAs perfect for situations like:

• Pitching business ideas to investors
• Sharing proprietary information with contractors
• Disclosing trade secrets to potential partners
• Providing confidential data to consultants
• Sharing information with employees

When to Use a One-Way NDA

Ideal Scenarios

1. Business Pitches
When presenting your business idea to investors, you need protection without requiring them to disclose anything.

2. Hiring Consultants
When engaging consultants who need access to your confidential information to provide services.

3. Employee Onboarding
When employees need access to proprietary information, trade secrets, or customer data.

4. Contractor Relationships
When hiring contractors or freelancers who will work with your confidential materials.

5. Vendor Relationships
When sharing proprietary information with vendors or suppliers.

When a Mutual NDA is Better

Use a mutual NDA when:

• Both parties are sharing confidential information
• You're exploring a partnership or joint venture
• Information flows in both directions
• You want balanced protection

Essential Components of a One-Way NDA

1. Parties

Disclosing Party:

• Full legal name
• Address
• Contact information

Receiving Party:

• Full legal name
• Address
• Contact information

2. Definition of Confidential Information

What's Protected:

• Business plans and strategies
• Financial information
• Customer lists and data
• Technical specifications
• Product designs
• Marketing plans
• Proprietary software
• Trade secrets

Exclusions:

• Publicly available information
• Independently developed information
• Rightfully received from third parties
• Required by law to disclose

3. Obligations of Receiving Party

Confidentiality Requirements:

• Not disclose to third parties
• Not use for unauthorized purposes
• Maintain same level of care as own confidential information
• Limit access to employees who need to know

Protection Measures:

• Reasonable security measures
• Mark documents as confidential
• Return or destroy upon request
• Notify of breaches

4. Purpose and Permitted Use

Clear Purpose:

• Why information is being shared
• How it can be used
• Limitations on use
• Prohibited uses

5. Term and Duration

Active Period:

• Duration of confidentiality
• Typically 2-5 years
• Some information may have perpetual protection
• Consider information sensitivity

6. Return or Destruction

Upon Termination:

• Return all documents
• Delete electronic copies
• Certify destruction
• Exception for legal retention

7. Remedies for Breach

Available Remedies:

• Injunctive relief
• Monetary damages
• Attorney's fees
• Criminal penalties (for trade secrets)

8. Governing Law

Legal Framework:

• Which state's laws apply
• Jurisdiction for disputes
• Enforcement mechanisms

Best Practices

1. Be Specific About Purpose

Vague purposes weaken enforceability. Clearly state why you're sharing information.

Good: "To evaluate a potential investment in [Company Name]"

Bad: "For business purposes"

2. Define Confidential Information Clearly

Be specific about what's protected while maintaining necessary coverage.

3. Set Reasonable Time Limits

Consider industry standards, information sensitivity, and legal enforceability.

4. Include Return/Destruction Clauses

Specify what happens to information when the relationship ends.

5. Address Employee Access

Define how employees can access information and their obligations.

Common Mistakes to Avoid

1. Overly Broad Definitions

Defining "everything" as confidential can make the agreement unenforceable.

2. Unreasonable Duration

Perpetual confidentiality for all information may be unreasonable.

3. Missing Exclusions

Failing to include standard exclusions can create problems.

4. Inadequate Security Measures

Not specifying security requirements can lead to disputes.

Using Our Free One-Way NDA Template

Our free One-Way NDA template provides a legally sound structure with all essential clauses. Simply fill in party names, define the purpose, specify the term, and you'll have a professional one-way NDA ready for execution.

Conclusion

A well-drafted one-way NDA is essential for protecting confidential information when you're the only party disclosing. By understanding key components and following best practices, you can create agreements that provide strong protection while remaining enforceable.

Protect your confidential information today with our free One-Way NDA template.