One-Way Non-Disclosure Agreement

Protect your confidential information when only you will be sharing it – with a potential buyer, investor, supplier, developer or adviser.

Editable Word document
13
10pages
Guidance notes included
aml consultancy solutions

Contracts & terms

One-Way Non-Disclosure Agreement

About this document

What it’s for

A confidentiality agreement where only one party (the Discloser) shares information and the other (the Recipient) promises to keep it secret, use it only for the agreed purpose, keep it secure and return or destroy it when asked. Schedules cover the purpose, a certificate of destruction and an undertaking for the Recipient’s advisers.

When to use it

  • Before sharing accounts, plans or customer data with a potential buyer or investor
  • Before briefing a developer, manufacturer, designer or consultant
  • If both sides will share information, use the Mutual NDA instead

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. Recipient’s undertakings
  3. Permitted disclosure
  4. Exceptions
  5. Security and notification
  6. Return and destruction
  7. Ownership, no licence and no warranty
  8. No obligation to proceed
  9. Non-solicitation and non-circumvention
  10. Data protection
  11. Duration
  12. Remedies and indemnity
  13. General
  14. Governing law and jurisdiction

Also included

  • Purpose
  • Description of Confidential Information
  • Approved Representatives (if clause 3.1(c) applies)

How to complete it

  • Insert the parties and describe the Purpose and information in Schedule 1
  • Choose the duration in clause 11 and whether to keep optional clause 9
  • Get it signed before sharing anything, and keep a record of what you share

Key points to check

  • An NDA cannot protect information that is already public
  • It cannot stop anyone reporting wrongdoing to a regulator or the police
  • If you suspect a breach, act quickly and take legal advice

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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