One-Way NDA Template: Free Unilateral Non-Disclosure Agreement

A one-way NDA, also called a unilateral non-disclosure agreement, protects information that flows in one direction only. One party (the disclosing party) shares something private, and the other party (the receiving party) promises to keep it secret and use it only for an agreed purpose.

It is the simplest kind of NDA. Because only the receiver takes on duties, it is short, easy to read and quick to sign. That matters when you are asking a busy manufacturer, investor or buyer to sign something before a first call.

Typical moments for a one-way NDA include showing a prototype to a factory for a quote, walking a potential acquirer through your numbers, giving a software vendor access to your systems, or sharing internal plans with a job candidate during a late-stage interview.

Use a one-way NDA when you are the only side sharing anything sensitive. If the other party will also show you their own confidential material, a mutual NDA is the better fit, because it protects both directions in one document.

• Product ideas and prototypes: getting quotes from manufacturers or designers before you launch.
• Investor and buyer conversations: sharing financials, customer data or plans during due diligence. Note that many venture investors decline to sign NDAs for early pitches, so share only high-level material until one is signed.
• Vendors and service providers: an IT provider, accountant or agency that will see your internal data.
• Candidates: late-stage interviews where you discuss unreleased products or strategy.

If the person will also create work for you, such as designs, code or content, use the freelancer & contractor NDA instead. It adds the clauses that transfer ownership of that work to you, which a plain NDA does not.

1. Purpose. Limits use of your information to one stated reason, such as "preparing a manufacturing quote for the Model X kettle".
2. Confidential information. Covers anything you share in any form, plus the notes and analyses the receiver makes from it.
3. Exclusions. The four standard carve-outs that courts expect: public information, prior knowledge, third-party sources and independent development.
4. Obligations. Use for the purpose only, reasonable care, need-to-know sharing, and no reverse engineering of prototypes, samples or software. That last point matters most when you hand over physical products.
5. Legal disclosure. Allows a legally required disclosure, with notice to you first where allowed.
6. Duration. A fixed number of years, with trade secrets protected for as long as they remain secret.
7. Return or destruction. You can ask for everything back, including copies and notes, with written confirmation.
8. No license. Sharing does not give the receiver any rights to your idea.
9. Protected disclosures. Keeps whistleblower rights intact and includes the U.S. Defend Trade Secrets Act notice. When the receiver is an individual, such as an employee or contractor, US employers need this notice to claim certain extra damages under that Act.
10. Remedies and general terms. Injunctions, governing law, the whole-agreement rule and electronic signing.

1. Disclosing party: that is you, or your company. Use the registered legal name and address.
2. Receiving party: the company or person who will see your information. If they are a company, the person signing should be authorized to bind it.
3. Purpose: one sentence describing exactly why you are sharing. Be specific; it is the main limit on what the receiver may do.
4. Duration: two to five years is common. Choose longer for information that keeps its value, such as recipes, formulas or source code.
5. Governing law: normally the state or country where you are based, so any dispute is heard under rules you know.
6. Sign before sharing: send the NDA with your meeting invite, and hold back details until it comes back signed.

• Share in stages. Start with what is needed for the next decision, not the whole playbook.
• Label what is confidential. The definition covers unlabeled material too, but a "Confidential" footer removes any doubt.
• Keep a log. Note what you sent, to whom, and when. If there is ever a dispute, this record is your best evidence.
• Patents and trademarks are separate. An NDA keeps an idea private; it does not give you ownership of it. If the idea is an invention, talk to a patent professional before you share it widely.