When to use it
Use a one-way NDA when information goes in one direction: you are hiring a developer for an unreleased product, sending a pitch deck to a possible investor, briefing an agency, or showing a buyer your numbers. If both sides will share confidential information, a mutual NDA fits better.
This template is written as an undertaking by the Recipient, so only the Recipient signs. Send it and wait for the completion email before you share anything confidential.
What the template contains
- Definition of Confidential Information: anything you share for the stated purpose, in any form, marked or not.
- Obligations: use it only for the purpose, keep it secret, share it only with people who need it and are bound by similar duties.
- Exclusions: public information, information the Recipient already had or developed independently, and disclosures required by law.
- Term: how many years the duties last. You choose the number.
- Return or destruction when you ask or when the purpose ends.
- No license: sharing gives the Recipient no rights in the information.
- Remedies: you may ask a court to stop a breach, not only claim damages.
- Governing law: left blank for you to fill in.
What to fill in before you send it
The Recipient can only add a signature, their full name and the date, so fill in the blanks before you upload: your name or company and address (the Discloser), the Recipient's name or company and address, the Purpose in one sentence, the number of years, and the governing law. Use any PDF editor, or copy the text into your own document and save it as PDF.
Write the Purpose narrowly, for example evaluating a possible software development project. The Recipient may use the information only for that purpose.
Fields to place in SignClearly
Upload the PDF (see how to send a PDF for signature) and place three fields on the lines at the end:
- Signature on the Signature line.
- Full name on the Full name line.
- Date on the Date line.
SignClearly fills in the name and the date when the Recipient signs. If the Recipient signs for a company, put the company name in the intro. The section on authority has the person signing confirm they may sign for it.
When it matters who signs, add an access code and give it to the Recipient by phone or chat. They enter it before the NDA opens.
You can also require an ID check. The Recipient shows an ID document and takes a selfie, the name on the ID must match the name you entered, and the result is an advanced electronic signature (AES). See SES vs AES vs QES.
What it does not cover
- Information flowing both ways. Use a mutual NDA. SignClearly collects one signature per document, so it cannot collect both sides' signatures on one NDA.
- Employees. Employment contracts and local labor law usually set confidentiality terms for staff.
- Non-compete and non-solicitation promises. Many countries restrict them, so they need separate advice.
- A promise signed by one side only. Some legal systems treat it differently from a contract both sides sign. Ask a lawyer whether the Discloser should sign too.
The template text
One-Way Non-Disclosure Agreement
Discloser: ________ (name or company name), ________ (address) (the Discloser).
Recipient: ________ (name or company name), ________ (address) (the Recipient).
Purpose: ________ (the Purpose).
In return for receiving Confidential Information for the Purpose, the Recipient agrees to the following terms.
1. Confidential Information
Confidential Information means all information that the Discloser, or anyone acting for it, gives the Recipient in connection with the Purpose, before or after this agreement is signed, in any form, whether written, electronic, spoken or shown.
It includes business plans, product designs, source code, prices, customer and supplier information, financial information and know-how, whether or not it is marked confidential.
2. Recipient's obligations
The Recipient will use Confidential Information only for the Purpose and will keep it confidential, protecting it with at least the care it uses for its own confidential information and never less than reasonable care.
The Recipient will share Confidential Information only with its employees, contractors and professional advisers who need it for the Purpose and are bound by confidentiality duties at least as strict as these. The Recipient is responsible for any breach by them.
The Recipient will tell the Discloser promptly after learning of any unauthorized use or disclosure.
3. Exclusions
These obligations do not apply to information that the Recipient can show (a) is or becomes public through no fault of the Recipient, (b) was known to the Recipient without a duty of confidentiality before the Discloser shared it, (c) was received lawfully from someone else without a duty of confidentiality, or (d) was developed by the Recipient independently, without using Confidential Information.
The Recipient may disclose Confidential Information when required by law, a court or a regulator. Where the law allows, it will first tell the Discloser and will disclose only what is required.
4. Term
This agreement starts on the date of signing. The Recipient's obligations last for ________ years after the last disclosure of Confidential Information, and for any trade secret, for as long as it remains a trade secret.
5. Return or destruction
When the Discloser asks in writing, or when the Purpose ends, the Recipient will promptly return or destroy all Confidential Information, including copies and notes, and confirm this in writing.
The Recipient may keep copies that the law requires it to keep or that remain in automatic backups. Those copies stay confidential under this agreement.
6. No license
Confidential Information remains the property of the Discloser. This agreement gives the Recipient no license or other right in it, including under any patent, copyright or trademark.
The Discloser makes no promise that the information is accurate or complete. Neither side has to enter into any further agreement because of this one.
7. Remedies
Unauthorized use or disclosure may cause the Discloser harm that money alone cannot repair. The Discloser may ask a court for an injunction or a similar order to stop a breach, in addition to any other remedy.
8. Authority and changes
If the Recipient is a company or other organization, the person signing confirms they are authorized to sign for it.
Any change to this agreement must be in writing and agreed by both the Discloser and the Recipient. If any part of it cannot be enforced, the rest remains in effect.
9. Governing law
This agreement is governed by the law of ________.
- Signature
- Full name
- Date
Sample template from signclearly.com. Not legal advice.