Unilateral (One-Way) Non-Disclosure Agreement (NDA)

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A unilateral (one-way) non-disclosure agreement is a legally enforceable contract in which one party agrees to maintain the confidentiality of another party’s information. The form is used to protect a company’s trade secrets, unreleased plans, or company data, ensuring the responsible party is held liable if the information is leaked.

Unilateral (One-Way) Non-Disclosure Agreement (NDA)

A unilateral (one-way) non-disclosure agreement is a legally enforceable contract in which one party agrees to maintain the confidentiality of another party’s information. The form is used to protect a company’s trade secrets, unreleased plans, or company data, ensuring the responsible party is held liable if the information is leaked.

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Last updated May 19th, 2024

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A unilateral (one-way) non-disclosure agreement is a legally enforceable contract in which one party agrees to maintain the confidentiality of another party’s information. The form is used to protect a company’s trade secrets, unreleased plans, or company data, ensuring the responsible party is held liable if the information is leaked.

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Unilateral vs. Mutual Non-Disclosure Agreement

In a unilateral (or “one-way”) non-disclosure agreement, only one of the parties must refrain from disclosing the protected information, while in a mutual non-disclosure agreement, all parties are bound by the non-disclosure terms.

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UNILATERAL NON-DISCLOSURE AGREEMENT (NDA)

1. THE PARTIES. This Unilateral Non-Disclosure Agreement (the “Agreement”), created this [DATE] is by and between [NAME], of [ADDRESS] (the “1st Party”) and [NAME], of [ADDRESS] (the “2nd Party”), jointly known as the “Parties.”

WHEREAS, this Agreement is created to prevent the unauthorized disclosure of confidential and proprietary information (the “Confidential Information”).

2. AGREEMENT TYPE. This Agreement shall be Unilateral, whereas 1st Party shall have sole ownership of the Confidential Information with the 2nd Party being prohibited from disclosing the Confidential Information to be released by the 1st Party.

3. RELATIONSHIP. 1st Party’s relationship to 2nd Party can be described as [RELATIONSHIP], and 2nd Party’s relationship to 1st Party can be described as [RELATIONSHIP].

4. DEFINITION. Confidential Information shall include, but not be limited to, documents, records, data, sketches, designs, plans, procedures, and other information relating to the 1st Party’s business, assets, or contracts furnished to the 2nd Party and/or the 2nd Party’s affiliates in the course of their work contemplated in this Agreement. Confidential Information also includes materials prepared by or in the possession or control of the 2nd Party, which contain, include, refer to, or otherwise reflect or are generated from any Confidential Information.

Confidential Information does not include publicly available information, widely used practices, information rightfully in the possession of the Parties prior to signing this Agreement, or information developed without using the Confidential Information.

5. OBLIGATIONS. The 2nd Party’s obligations shall be to maintain the Confidential Information in the strictest of confidence at all times and to their affiliates, and any other entity that is on a “need to know” basis. If any Confidential Information shall reach a third (3rd) party, or become public, all liability will be on the 2nd Party.

6. TIME FRAME. The 2nd Party’s duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing the 2nd Party from this Agreement.

7. ENFORCEMENT. The Parties acknowledge that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date written below.

1st Party’s Signature: ___________________ Date: ___________
Print Name: ___________________

2nd Party’s Signature: ___________________ Date: ___________
Print Name: ___________________