Free One-Way (Unilateral) NDA Template

ONE-WAY NON-DISCLOSURE AGREEMENT

This Agreement is made on [DATE] ("Effective Date") between [DISCLOSER LEGAL NAME], [ADDRESS] ("Discloser"), and [RECIPIENT NAME], [ADDRESS] ("Recipient").

1. PURPOSE. Discloser will share information with Recipient solely so that Recipient can [DESCRIBE, e.g., evaluate providing development services / assess a potential investment] ("Purpose").

2. CONFIDENTIAL INFORMATION. "Confidential Information" means non-public information that Discloser provides to Recipient for the Purpose, in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential, including [LIST TYPES RELEVANT TO THE PURPOSE].

3. EXCLUSIONS. Confidential Information does not include information that Recipient can show: (a) is or becomes public through no fault of Recipient; (b) was known to Recipient before disclosure without a duty of confidentiality; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by Recipient without use of the Confidential Information.

4. RECIPIENT'S OBLIGATIONS. Recipient will: (a) use Confidential Information only for the Purpose; (b) not disclose it to anyone except its employees or advisers who need to know it for the Purpose and are bound by confidentiality obligations at least as protective ("Representatives"); (c) protect it with reasonable care; and (d) notify Discloser promptly of any known unauthorised use or disclosure. Recipient is responsible for breaches by its Representatives.

5. COMPELLED DISCLOSURE. Recipient may disclose Confidential Information as required by law or court order, after giving Discloser prompt notice where permitted and disclosing only what is required.

6. TERM. Recipient's obligations last for [2] years after the Effective Date [or: after the last disclosure], except that obligations for trade secrets continue while the information remains a trade secret.

7. RETURN OR DESTRUCTION. On Discloser's request or when the Purpose ends, Recipient will return or destroy all Confidential Information and confirm in writing, except copies in automatic backups or kept to comply with law, which remain confidential.

8. NO LICENCE; NO OBLIGATION. This Agreement grants no ownership or licence rights and does not oblige either party to enter any further transaction.

9. NO OTHER RESTRICTIONS. This Agreement does not restrict Recipient from working with others or developing independently, provided Recipient does not use Discloser's Confidential Information. It contains no non-compete or non-solicitation obligation.

10. REMEDIES. Discloser may seek injunctive relief for any breach, in addition to other remedies.

11. DEFEND TRADE SECRETS ACT NOTICE (18 U.S.C. § 1833(b)). An individual will not be held liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a document filed under seal in a lawsuit. Nothing here limits the right to report possible violations of law to a government agency.

12. GOVERNING LAW. This Agreement is governed by the laws of [STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

DISCLOSER: ____________________  Name/Title: ______________  Date: __________
RECIPIENT: ____________________  Date: __________

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.