One Way Non Disclosure Agreement Template

One-Way Non-Disclosure Agreement (NDA)

Document ID: TR-NDA-ONEWAY-001 Effective Date: [____/____/2026]

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Instructions for Use

• Completion Protocol: This form should be completed by representatives of both the Disclosing Party and the Receiving Party. Ensure all [__________] fields are accurately filled and all applicable [ ] Option checkboxes are marked.
• Filing & Retention: Retain an original executed copy in the designated contract management system for a minimum of seven (7) years post-termination or expiration of this Agreement. A digital copy should also be securely stored.
• Mandatory Attachments: Attach "Schedule A – Specific Confidential Information" (if the general definition requires further detail), and any "Proof of Authority" for signatories not holding C-level positions.

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One-Way Non-Disclosure Agreement

This One-Way Non-Disclosure Agreement (the "Agreement"), effective as of the Effective Date specified above, is made and entered into by and between:

1. Disclosing Party:

• Company Name: [____________________]
• Legal Entity Type: [____________________]
• Registered Address: [____________________] [____________________]
• Contact Person: [____________________]
• Title: [____________________]
• Email: [____________________]

AND

2. Receiving Party:

• Company Name: [____________________]
• Legal Entity Type: [____________________]
• Registered Address: [____________________] [____________________]
• Contact Person: [____________________]
• Title: [____________________]
• Email: [____________________]

(Hereinafter, the "Disclosing Party" and the "Receiving Party" are collectively referred to as the "Parties" and individually as a "Party".)

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WHEREAS, the Disclosing Party possesses certain confidential and proprietary information; and WHEREAS, the Disclosing Party is willing to disclose such information to the Receiving Party for a specific business purpose; and WHEREAS, the Receiving Party is willing to receive such information, subject to the terms and conditions of this Agreement regarding its use and protection.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

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ARTICLE I. Purpose

The Disclosing Party desires to disclose certain Confidential Information (as defined below) to the Receiving Party for the following specific business purpose (the "Purpose"): [ ] Evaluation of a potential business relationship [ ] Technical collaboration/integration [ ] Due diligence for investment/acquisition [ ] Software development/consulting services [ ] Other (please specify): [____________________]

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ARTICLE II. Definition of Confidential Information

"Confidential Information" means any and all technical and non-technical information disclosed by the Disclosing Party to the Receiving Party, in any form or medium (written, oral, electronic, visual, or other), whether tangible or intangible, relating to the Disclosing Party's current or future business, operations, products, services, technology, research, development, processes, plans, strategies, finances, or customers.

Confidential Information includes, but is not limited to:

1. Technical Data: [ ] Yes [ ] No (e.g., designs, specifications, algorithms, source code, data, prototypes, processes, inventions, research results, trade secrets).
2. Business Data: [ ] Yes [ ] No (e.g., marketing plans, strategies, financial information, customer lists, pricing, employee data, supplier information, business plans).
3. Other Specific Information (if applicable, refer to Schedule A): [ ] Yes [ ] No (If Yes, Schedule A is attached and incorporated by reference.)

All information disclosed shall be presumed confidential unless explicitly marked otherwise or falls under the exclusions below.

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ARTICLE III. Exclusions from Confidential Information

Confidential Information does not include information that:

1. Is or becomes publicly known through no wrongful act or omission of the Receiving Party.
2. Was known by the Receiving Party prior to its receipt from the Disclosing Party, without breach of any obligation of confidentiality.
3. Is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any confidentiality obligation.
4. Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information.
5. Is approved for release or disclosure by written authorization of the Disclosing Party.

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ARTICLE IV. Obligations of Receiving Party

The Receiving Party agrees to:

1. Non-Use: Use the Confidential Information solely for the Purpose specified in Article I.
2. Non-Disclosure: Maintain the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party.
3. Protection: Exercise at least the same degree of care in protecting the Confidential Information as it uses to protect its own confidential or proprietary information of a similar nature, but in no event less than a reasonable degree of care.
4. Limited Access: Limit access to Confidential Information to its employees, contractors, and agents who have a legitimate "need to know" for the Purpose, and who are bound by confidentiality obligations no less restrictive than those in this Agreement. The Receiving Party shall be responsible for any breach by such individuals.

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ARTICLE V. Compelled Disclosure

If the Receiving Party is legally compelled to disclose any Confidential Information (by subpoena, court order, or other governmental authority), the Receiving Party shall:

1. Promptly notify the Disclosing Party in writing of such requirement (unless legally prohibited from doing so).
2. Cooperate with the Disclosing Party, at the Disclosing Party's expense, in any lawful action to prevent or limit such disclosure.
3. Disclose only that portion of the Confidential Information that is legally required, and use commercially reasonable efforts to obtain assurances that the disclosed information will be treated confidentially.

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ARTICLE VI. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon termination or expiration of this Agreement, the Receiving Party shall promptly:

1. Return to the Disclosing Party all tangible forms of Confidential Information, including all copies, extracts, and summaries thereof.
2. Destroy all electronic and other intangible forms of Confidential Information, including all copies, extracts, and summaries thereof, residing on its systems or controlled by it.
3. Upon request, certify in writing to the Disclosing Party that all such Confidential Information has been returned or destroyed.
4. Notwithstanding the foregoing, the Receiving Party may retain a single copy of the Confidential Information for archival purposes solely to comply with legal or regulatory obligations, provided such copy remains subject to the confidentiality obligations of this Agreement.

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ARTICLE VII. Term and Survival

1. Term: This Agreement shall commence on the Effective Date and shall remain in effect for a period of [__________] years ([ ] One [ ] Two [ ] Three [ ] Other: [__________]).
2. Survival: The obligations of confidentiality and non-use under this Agreement shall survive the termination or expiration of this Agreement for a period of [__________] years ([ ] Three [ ] Five [ ] Seven [ ] Perpetual [ ] Other: [__________]).

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ARTICLE VIII. No License or Warranty

Nothing in this Agreement grants the Receiving Party any license, title, or interest in or to any of the Disclosing Party's intellectual property rights or Confidential Information. The Disclosing Party provides all Confidential Information "AS IS" and makes no representations or warranties, express or implied, regarding the accuracy, completeness, or performance of the Confidential Information.

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ARTICLE IX. Remedies

The Receiving Party acknowledges that any breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief (without the necessity of posting any bond or other security) in addition to any other remedies available at law or in equity.

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ARTICLE X. General Provisions

1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [____________________] (e.g., State of California, USA), without regard to its conflict of laws principles.
2. Jurisdiction: The Parties agree that the exclusive jurisdiction for any dispute arising under this Agreement shall be in the courts located in [____________________] (e.g., San Francisco, California).
3. Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, discussions, and understandings, whether written or oral.
4. Amendments: Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.
5. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
6. Waiver: No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the Party waiving the term or condition.
7. Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact persons and addresses specified above, or to such other address as either Party may designate in writing.

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ARTICLE XI. Execution

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

DISCLOSING PARTY: [____________________] (Company Name)

Authorized Signature: [____________________] Printed Name: [____________________] Title: [____________________] Date: [____/____/2026]

RECEIVING PARTY: [____________________] (Company Name)

Authorized Signature: [____________________] Printed Name: [____________________] Title: [____________________] Date: [____/____/2026]

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SCHEDULE A – SPECIFIC CONFIDENTIAL INFORMATION (Attach if referenced in Article II. If not referenced or no specific information is needed, this section can be removed or left blank.)

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.