One Way Non Disclosure Agreement Template WORD

ONE-WAY NON-DISCLOSURE AGREEMENT (NDA)

Document ID: TR-NDA-ONEWAY-001-V1.0 Effective Date: [____/____/2026]

INSTRUCTIONS FOR USE

• Completion: This form is to be completed by the Disclosing Party's legal or business development personnel. All bracketed fields [__________] must be filled.
• Filing & Retention: Retain the signed original Agreement and all related attachments for a minimum of seven (7) years post-termination or expiration of this Agreement.
• Mandatory Attachments: Attach "Exhibit A" (if referenced in Section 3) detailing specific Confidential Information categories or lists of materials.

---

This ONE-WAY NON-DISCLOSURE AGREEMENT (this "Agreement") is made and entered into on this [__________] day of [__________], 20[____], by and between the parties identified below:

1. PARTIES

DISCLOSING PARTY: Company Name: [__________] Type of Entity: [__________] Registered Address: [__________] [__________] [__________] Email: [__________] (hereinafter, "Discloser")

RECEIVING PARTY: Company Name: [__________] Type of Entity: [__________] Registered Address: [__________] [__________] [__________] Email: [__________] (hereinafter, "Recipient")

2. PURPOSE OF DISCLOSURE

The Discloser wishes to disclose certain confidential and proprietary information to the Recipient for the following specified purpose (the "Purpose"): [__________] [__________] [__________]

3. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all non-public information, data, or materials of the Discloser, in any form or medium (including oral, written, electronic, visual, or other tangible or intangible forms), that is disclosed by Discloser to Recipient, directly or indirectly, whether before or after the Effective Date.

Confidential Information includes, but is not limited to:

• Business Information: Financial data, marketing plans, business strategies, customer lists, vendor lists, pricing, sales information, product development plans, and operational methods.
• Technical Information: Software code, algorithms, hardware designs, schematics, engineering designs, research and development data, prototypes, processes, formulae, and specifications.
• Intellectual Property: Trade secrets, inventions (whether patentable or not), discoveries, know-how, and works of authorship.
• Personnel Information: Employee data, compensation structures, and performance reviews.
• Third-Party Information: Information obtained by Discloser from a third party and treated as confidential.
• Any information designated as confidential: Any information that, at the time of disclosure, is identified in writing as confidential or proprietary, or if disclosed orally, is identified as confidential at the time of disclosure and summarized in writing by the Discloser to the Recipient within [__________] days of disclosure.
• Specific items listed in Exhibit A: [ ] Yes [ ] No (If "Yes," Exhibit A is attached hereto and incorporated by reference.)

Exclusions: Confidential Information does not include information that:

1. Is or becomes publicly known through no wrongful act or omission of the Recipient.
2. Is rightfully received by Recipient from a third party without restriction on disclosure and without breach of this Agreement.
3. Is independently developed by Recipient without use of or reference to the Discloser's Confidential Information.
4. Is disclosed by Discloser to a third party without restriction on disclosure.
5. Is required to be disclosed by law, court order, or governmental authority, provided that Recipient gives Discloser prompt written notice of such requirement and cooperates with Discloser in any effort to object to or limit such disclosure.

4. OBLIGATIONS OF RECEIVING PARTY

Recipient agrees to:

• Non-Use: Use the Confidential Information solely for the Purpose stated in Section 2.
• Non-Disclosure: Maintain the Confidential Information in strict confidence and not disclose it to any third party without Discloser's prior written consent.
• Protection: Take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information, exercising at least the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
• Limited Access: Limit access to Confidential Information to its employees, contractors, or agents who have a "need to know" for the Purpose, who have been informed of the confidential nature of the information, and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. Recipient shall be responsible for any breach of this Agreement by its employees, contractors, or agents.

5. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon written request by Discloser, or upon the termination or expiration of this Agreement, Recipient shall:

• Promptly return to Discloser all originals and copies of any Confidential Information and all materials containing such Confidential Information.
• Alternatively, upon Discloser's written instruction, destroy all such Confidential Information and materials and certify such destruction in writing to Discloser within [__________] days of the request.
• Notwithstanding the foregoing, Recipient may retain one (1) copy of the Confidential Information for archival purposes, solely for compliance with applicable laws, regulations, or professional standards, provided such retained information remains subject to the confidentiality obligations of this Agreement.

6. TERM

This Agreement shall become effective on the Effective Date and shall continue in full force and effect for a period of [__________] ([__________]) years. The obligations of confidentiality under this Agreement regarding any Confidential Information disclosed hereunder shall survive the termination or expiration of this Agreement for a period of [__________] ([__________]) years from the date of disclosure of such Confidential Information.

7. NO LICENSE

Nothing in this Agreement shall be construed as granting any right, title, interest, license, or option in, to, or under any Confidential Information, intellectual property, or other rights of Discloser to Recipient. All Confidential Information shall remain the exclusive property of Discloser.

8. REMEDIES

Recipient acknowledges that the unauthorized disclosure or use of Confidential Information would cause irreparable harm and significant injury to Discloser, for which monetary damages alone would be an insufficient remedy. Accordingly, Recipient agrees that Discloser shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent any actual or threatened breach of this Agreement.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [__________], without regard to its conflict of laws principles. The parties agree that any action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in [__________] County, [__________].

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior discussions, agreements, and understandings, whether written or oral. No modification or amendment of this Agreement shall be valid unless in writing and signed by duly authorized representatives of both parties.

11. SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall remain in full force and effect.

12. WAIVER

No failure or delay by Discloser in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.

13. NOTICES

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by recognized overnight courier with confirmation of delivery, or (c) when sent by email with confirmation of receipt, to the addresses specified in Section 1 or to such other address as either party may designate by written notice to the other.

14. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

15. HEADINGS

The headings in this Agreement are for convenience only and shall not affect its interpretation.

---

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

DISCLOSING PARTY:

By: [____________________] Authorized Signature

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

RECEIVING PARTY:

By: [____________________] Authorized Signature

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

---

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