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].

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

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