Category: Confidentiality
One-Way Non-Disclosure Agreement
One-way confidentiality where only one party discloses sensitive information.
When to use
Use when you are disclosing confidential information to a vendor, contractor, investor, or advisor who is not reciprocally sharing sensitive information with you.
Template body
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is entered into as of {{effective_date}} by {{disclosing_party_name}} ("Disclosing Party") and {{receiving_party_name}} ("Receiving Party").
1. PURPOSE
The Disclosing Party intends to share confidential information with the Receiving Party in connection with {{purpose}} (the "Purpose").
2. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by the Disclosing Party, in any form, whether or not marked as confidential, that a reasonable person would understand to be confidential given its nature and circumstances.
3. OBLIGATIONS
The Receiving Party shall:
(a) use the Confidential Information solely for the Purpose;
(b) hold it in strict confidence and protect it with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care;
(c) not disclose it to any third party without the Disclosing Party's prior written consent, except to employees and advisors with a need to know who are bound by confidentiality obligations no less protective than this Agreement.
4. EXCLUSIONS
Confidential Information does not include information that (a) is or becomes publicly available through no breach; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.
5. TERM
This Agreement begins on the Effective Date and continues for {{term_years}} years. The confidentiality obligations survive termination for {{survival_years}} years.
6. RETURN OR DESTRUCTION
Upon request, the Receiving Party shall promptly return or destroy all Confidential Information.
7. NO LICENSE
Nothing in this Agreement grants the Receiving Party any license or right in the Confidential Information beyond the limited right to use it for the Purpose.
8. REMEDIES
The Receiving Party acknowledges that a breach may cause irreparable harm and the Disclosing Party may seek injunctive relief in addition to other remedies.
9. GOVERNING LAW
This Agreement is governed by the laws of {{governing_law_state}}.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
DISCLOSING PARTY RECEIVING PARTY
{{disclosing_party_name}} {{receiving_party_name}}
Name: ________________________ Name: ________________________
Title: _______________________ Title: _______________________
Date: ________________________ Date: ________________________
Customizable fields (7)
{{disclosing_party_name}} — Disclosing party name (text)
{{receiving_party_name}} — Receiving party name (text)
{{effective_date}} — Effective date (date)
{{purpose}} — Purpose of disclosure (text)
{{term_years}} — Term (years) (number)
{{survival_years}} — Survival period (years) (number)
{{governing_law_state}} — Governing law (state) (text)