Non‑Disclosure Agreement (NDA)

What Is an NDA?

A non‑disclosure agreement (NDA) is a legal contract that restricts the use or disclosure of confidential information by the receiving party. NDAs create a confidential relationship between the parties, protecting proprietary information and trade secrets. A unilateral or one‑way NDA applies when only one party will be sharing sensitive information and wants the recipient to keep it confidential.

Note: If both parties will be sharing confidential information, you should use our Mutual NDA template instead.

When to Use This Agreement

Use a unilateral NDA when you need to share proprietary or sensitive information with another person or business who is not expected to reciprocate with their own confidential data. Examples include interviewing a potential employee or contractor, pitching an idea or product to investors, sharing business plans with advisors, or providing access to intellectual property to a vendor or consultant.

Key Elements

• Definition of Confidential Information: Identifies what information must be kept secret.
• Use & Disclosure Restrictions: Limits use of the information to evaluating or performing the proposed relationship and prohibits unauthorized disclosure.
• Term of Confidentiality: Specifies how long the recipient must maintain secrecy.
• Exceptions: Excludes information already known, publicly available or obtained independently without breach.
• Return or Destruction: Requires return or destruction of confidential materials upon request.

Our unilateral NDA template ensures that only the disclosing party is protected. It allows you to share ideas, documents and data confidently, setting out clear obligations for the recipient.

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