When should I use a one-way NDA?

Use a one-way (unilateral) NDA when confidential information will flow in one direction. Typical cases include investor or customer pitches where only you share materials; contractor, freelancer, or vendor access to systems, playbooks, or designs; supplier RFPs and factory tours with a one-directional data room; and early product evaluations where the other side is not disclosing its own secrets. A mutual form is not automatically fairer: if a vendor is not sharing secrets of its own, a two-way NDA can put tracking duties on you that you do not need. If both sides will open a data room, start from a mutual NDA (https://www.formabledocs.com/templates/mutual-nda) instead. This template is a counterparty form; ongoing employees are usually covered in an offer letter or employment agreement. Sources: Cornell LII: Non-disclosure agreement (NDA) (https://www.law.cornell.edu/wex/non-disclosure_agreement_(nda)); Cornell LII: Trade secret (https://www.law.cornell.edu/wex/trade_secret); Defend Trade Secrets Act, 18 U.S.C. § 1836 (Cornell LII) (https://www.law.cornell.edu/uscode/text/18/1836); CRS: Introduction to trade secrets law (Congress.gov) (https://www.congress.gov/crs-product/IF12315).

Will investors sign a one-way NDA?

Many professional investors decline an NDA at a first pitch because they see a high volume of similar ideas. Share high-level information first, then use a one-way NDA when someone requests detailed diligence materials. The same template is routinely signed for contractor access, vendor evaluations, and customer product reviews, where the other side expects to receive your information and not disclose its own. Sources: Cornell LII: Non-disclosure agreement (NDA) (https://www.law.cornell.edu/wex/non-disclosure_agreement_(nda)); Cornell LII: Trade secret (https://www.law.cornell.edu/wex/trade_secret); Defend Trade Secrets Act, 18 U.S.C. § 1836 (Cornell LII) (https://www.law.cornell.edu/uscode/text/18/1836); CRS: Introduction to trade secrets law (Congress.gov) (https://www.congress.gov/crs-product/IF12315).

Can I download this one-way NDA template?

Yes. Use Download .docx to get a Word file with placeholders such as [Party A] and [Effective Date]. You can edit it in Word or Google Docs, or create a filled-in version in the free contract creator (https://www.formabledocs.com/contract-creator/one-way-nda).

Is the sample legally binding as shown?

No. Placeholder sample text is a starting point. It becomes an agreement for your deal after you fill in the details—manually or in the free contract creator—and the parties sign. An NDA can also support trade-secret claims by showing reasonable efforts to keep information secret, but trade secrets themselves are defined by statute, not by the contract alone. This template’s survival language keeps trade-secret duties in place for as long as the information remains a trade secret. Sources: Cornell LII: Non-disclosure agreement (NDA) (https://www.law.cornell.edu/wex/non-disclosure_agreement_(nda)); Cornell LII: Trade secret (https://www.law.cornell.edu/wex/trade_secret); Defend Trade Secrets Act, 18 U.S.C. § 1836 (Cornell LII) (https://www.law.cornell.edu/uscode/text/18/1836); CRS: Introduction to trade secrets law (Congress.gov) (https://www.congress.gov/crs-product/IF12315).

Can I change optional clauses?

Yes. In the free contract creator you pick who is disclosing, then adjust purpose, definition breadth, term, survival, governing law, and optional provisions such as return or destruction, affiliate access, feedback rights, and non-solicitation. Term and survival are separate clocks: the NDA itself defaults to two years, secrecy after it ends defaults to three, and trade-secret duties last until the information is no longer a trade secret.

One-way Non-Disclosure Agreement template

A one-way confidentiality template for when only one party shares sensitive information.

Create contract for free

What this contract contains

Preamble and parties. Names the agreement and labels one party Discloser and the other Recipient. Choose who is sharing in the creator.

Purpose. Limits use to a stated purpose. You write this in plain English; the creator turns it into clause language.

Confidential Information. Defines covered technical and business information. Choose standard, broad, or narrow coverage in the creator.

Exceptions. Excludes public information, prior knowledge, unrestricted third-party sources, and independent development.

Use and protection. Requires purpose-limited use, need-to-know sharing, and reasonable care. Affiliate access is optional in the creator.

Compelled disclosure. Allows legal process disclosures with notice and cooperation for protective treatment where permitted.

Term and survival. Sets how long the NDA lasts and how long secrecy survives after it ends. Both durations are set in the creator.

Return or destruction. Optional. Require return or destruction of materials at the end, with limited backup or legal-retention carve-outs.

IP, no-deal, remedies. No license beyond the purpose; no duty to close a deal; information is as-is; breach may support injunctive relief.

Governing law. Sets the state law that governs the NDA and where disputes must be brought. Choose the jurisdiction in the creator.

General. Covers assignment limits, waiver rules, severability, entire agreement language, notices, and counterpart or electronic-signature execution language.

Signature blocks. Authorized signatory and title lines for the discloser and the recipient, ready for wet-ink or e-signature fields.

ONE-WAY NON-DISCLOSURE AGREEMENT

This One-Way Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:

[Party A], a corporation ("Discloser"), and

[Party B], a corporation ("Recipient").

Each may be referred to as a "Party" and together as the "Parties." Confidential Information flows in one direction under this Agreement: only the Discloser discloses Confidential Information, and only the Recipient is bound by the confidentiality obligations below.

1. Purpose. The Discloser may disclose or make available Confidential Information to the Recipient so that the Recipient can evaluate a potential business relationship between the parties (the "Purpose").

2. Confidential Information. "Confidential Information" means information that the Discloser discloses or makes available to the Recipient in connection with the Purpose and that the Discloser identifies as confidential or proprietary, or that should reasonably be understood to be confidential or proprietary given its nature and the circumstances of disclosure. Confidential Information includes technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions, and know-how, as well as the existence and status of the Parties' discussions and the terms of this Agreement.

3. Exceptions. The Recipient's obligations under this Agreement do not apply to information that it can demonstrate: (a) is or becomes publicly available through no fault of the Recipient; (b) it rightfully knew or possessed before receipt from the Discloser without confidentiality restrictions; (c) it rightfully obtained from a third party without confidentiality restrictions; or (d) it independently developed without using or referencing the Confidential Information.

4. Use and Protection of Confidential Information. The Recipient shall: (a) use Confidential Information solely for the Purpose; (b) not disclose Confidential Information to third parties without the Discloser's prior written approval, except that the Recipient may disclose Confidential Information to its employees, agents, advisors, contractors, and other representatives, including affiliates that control, are controlled by, or are under common control with the Recipient, who have a reasonable need to know for the Purpose, provided those representatives are bound by confidentiality obligations no less protective than this Agreement and the Recipient remains responsible for their compliance with this Agreement; and (c) protect Confidential Information using at least the same protections the Recipient uses for its own similar information, but no less than a reasonable standard of care.

5. Disclosures Required by Law. The Recipient may disclose Confidential Information to the extent required by law, regulation, regulatory authority, subpoena, or court order, provided that, to the extent legally permitted, it gives the Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser's expense, with the Discloser's efforts to obtain confidential treatment for the Confidential Information.

6. Term and Termination. This Agreement commences on the Effective Date and continues for 2 years (the "Term"). Either Party may terminate this Agreement for any or no reason on written notice to the other Party. The Recipient's obligations relating to Confidential Information survive for 3 years after expiration or termination of this Agreement, and in the case of trade secrets, until the Confidential Information is no longer a trade secret under applicable law.

7. Return or Destruction of Confidential Information. On expiration or termination of this Agreement, or on the Discloser's earlier request, the Recipient will: (a) cease using Confidential Information; (b) promptly after the Discloser's written request, destroy all Confidential Information in its possession or control or return it to the Discloser; and (c) if requested, confirm its compliance with these obligations in writing. As an exception to subsection (b), the Recipient may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law, and this Agreement continues to apply to the retained Confidential Information.

8. Proprietary Rights. The Discloser retains all of its intellectual property and other rights in its Confidential Information, and disclosing it to the Recipient grants no license under those rights other than the limited right to use the Confidential Information for the Purpose.

9. No Obligation to Proceed. Neither Party is obligated under this Agreement to disclose Confidential Information, to purchase or supply anything, or to proceed with any proposed transaction. Any binding commercial commitment must be set out in a separate signed agreement.

10. Disclaimer. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

11. Equitable Relief. A breach of this Agreement may cause irreparable harm for which monetary damages are an insufficient remedy. On a breach of this Agreement, the Discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to its other remedies.

12. Governing Law and Jurisdiction. This Agreement and all matters relating to it are governed by, and construed in accordance with, the laws of Delaware, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.

13. General. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign it in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities, and any assignment in violation of this Section is null and void. This Agreement binds and benefits each Party's permitted successors and assigns. Waivers must be signed by the waiving Party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding that subject matter. This Agreement may only be amended, modified, waived, or supplemented by a writing signed by both Parties. Notices, requests, and approvals under this Agreement must be sent in writing to the addresses stated above and are deemed delivered on receipt. This Agreement may be executed in counterparts, including electronic copies, each of which is deemed an original and which together form the same agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Discloser: [Party A]

By: ________________________________

Name: [Signatory]

Title: [Title]

Recipient: [Party B]