When should I use a one-way NDA instead of a mutual NDA?

Choose one-way when disclosures are expected mainly in one direction. If both sides will share sensitive information, a mutual NDA is usually the better starting point.

Free one-way NDA template

One-way Non-Disclosure Agreement template

A one-way (unilateral) NDA protects information flowing primarily from a disclosing party to a receiving party. Use this page to inspect sample structure and clause roles before building a customized version.

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Sample preview

Sample one-way NDA outline with placeholders. Replace bracketed fields when you customize the agreement.

ONE-WAY NON-DISCLOSURE AGREEMENT

This One-Way Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date], by and between [Party A], [Entity Type], with an address at [Address] ("Party A"), and [Party B], [Entity Type], with an address at [Address] ("Party B").

1. Purpose. Party A may disclose Confidential Information to Party B solely to [Purpose] (the "Purpose").

2. Definition of Confidential Information. "Confidential Information" means [Definition of confidential information], excluding information that is public, previously known, independently developed, or rightfully received from a third party.

3. Recipient obligations. Party B shall use Confidential Information only for the Purpose, protect it with reasonable care, and not disclose it except to need-to-know personnel bound by confidentiality duties.

4. Term. This Agreement continues [Term Length]. Confidentiality obligations survive for [Survival Period] after termination.

5. Governing law. This Agreement is governed by the laws of [Governing Law].

Party A: [Party A] By: ________________________________ Name: [Signatory] Title: [Title]

Party B: [Party B] By: ________________________________ Name: [Signatory] Title: [Title]

What goes into this contract

Discloser vs recipient
Unlike a mutual NDA, duties are asymmetric: one party discloses and the other receives. Clear labeling of Party A/Party B avoids confusion about who must protect what.
Purpose limitation
The purpose clause is the main control on use—pitches, diligence, manufacturing quotes, and contractor access each need a purpose that matches the real conversation.
Definition and exclusions
Recipients push for narrow marked-only definitions; disclosers prefer broader reasonable-person standards. Exclusions prevent locking up information the recipient already had or that becomes public.
Term and survival
Even after the evaluation ends, survival keeps secrets protected for a set period so short project timelines do not erase confidentiality.

When to use it

Investor or customer pitches where only you are sharing sensitive materials
Supplier RFPs and factory tours with one-directional data rooms
Contractor or advisor access to internal systems or playbooks

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FAQ

When should I use a one-way NDA instead of a mutual NDA?
Choose one-way when disclosures are expected mainly in one direction. If both sides will share sensitive information, a mutual NDA is usually the better starting point.

Sources: Cornell LII: Non-disclosure agreement (NDA)

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