One-Way (Unilateral) NDA

UNILATERAL NON-DISCLOSURE AGREEMENT

This Agreement is entered into as of [DATE] between [DISCLOSING PARTY] ("Discloser") and [RECEIVING PARTY] ("Recipient").

1. CONFIDENTIAL INFORMATION. Information disclosed by the Discloser that is marked or reasonably understood to be confidential.

2. EXCLUSIONS. Public-domain information, information already known to Recipient, independently developed information, or information lawfully received from a third party.

3. OBLIGATIONS. Recipient will use the information only to evaluate a potential relationship with Discloser, protect it with reasonable care, and limit access to those with a need to know.

4. COMPELLED DISCLOSURE. Permitted if legally required, with prompt prior notice where lawful.

5. TERM. Obligations last [3] years from disclosure (trade secrets: while they remain trade secrets).

6. RETURN/DESTRUCTION. Recipient will return or destroy the information on request.

7. NO RESIDUALS WAIVER. Nothing grants Recipient a license, and Recipient may not use information retained in memory in a way that harms Discloser.

8. GOVERNING LAW. [STATE].

IMMUNITY NOTICE (18 U.S.C. § 1833(b)). Notwithstanding anything in this Agreement, you may not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. If you sue for retaliation for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use it in the proceeding, provided you file any document containing it under seal and do not otherwise disclose it except by court order.

DISCLOSER: ______________________  DATE: __________
RECIPIENT: ______________________  DATE: __________

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