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Non-Disclosure Agreement (One Way)

A Non-Disclosure Agreement (One Way) allows you and another party to share confidential information while legally forbidding the other party from disclosing that information to any other person or entity.

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4.6 (283 reviews)

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Last updated December 19, 2024

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Under 5 minutes

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Written by

Edwin Montoya Zorrilla

Reviewed by

Damin Murdock

Document Overview

A Non-Disclosure Agreement is a legal document that you can use to disclose confidential information to another party, while legally forbidding the recipient from disclosing that information to any person or entity. This document is only enforceable if it is signed by you and the other party, therefore it is crucial that it is signed before you share any confidential information.

A one-way NDA protects only one party compared to a two-way NDA. If you are seeking to protect the information of both parties, see our Non-Disclosure Agreement (Mutual).

The Legal Risk Score of a Non-Disclosure Agreement (One Way) Template

Our legal team have marked this document as low risk considering:

  • One risk involves the potential for unauthorized disclosure or misuse of confidential information, which could lead to significant losses or damages for the Disclosing Party.
  • Another risk is the ambiguity around what constitutes "public domain," which could lead to disagreements and potential breaches if the Recipient Party misinterprets the confidentiality status of certain information.
  • There is also a risk that the Recipient Party may face substantial financial burden if found in breach of the agreement due to the requirement to cover all costs and expenses related to enforcing the agreement.


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Non-Disclosure Agreement (One Way) Checklist

Complete your free Non-Disclosure Agreement (One Way) with our checklist

Verify Execution Method

Ensure that the signatures on the agreement are delivered either by facsimile or transmitted electronically in a tagged image format file (TIFF) or portable document format (PDF), as these are considered valid forms of delivery.

Deliver Original Copies

After transmitting an executed counterpart, ensure to deliver an executed original copy of the agreement to the receiving party within 10 business days as stipulated.

Maintain Confidentiality

Continuously uphold the confidentiality obligations by ensuring that all confidential information is used solely for the specified purpose and not disclosed to any unauthorized parties.

Notify and Address Breaches Promptly

In case of any unauthorized disclosure or use of the confidential information, immediately notify the Disclosing Party and take all necessary steps to mitigate any potential damages or further breaches.

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Use this Non-Disclosure Agreement (One Way) if:

  • You would like to put restrictions on the use of confidential information (Ensure it doesn't reach competitors or other third parties);
  • You would like to maintain secrecy of information when working with a new employee;
  • You would like to protect confidential information including intellectual property, financial projections, customer lists and trade secrets;
  • You would like to protect the confidential information of one party.

What does the Non-Disclosure Agreement (One Way) cover?

  • A description of the confidential information;
  • Confidential rights and obligations of the parties;
  • Protection of sensitive information;
  • Return of confidential information at the end of the agreement;
  • Obligations regarding proper use of the information; and
  • Circumstances where disclosure is permitted.

What happens if a Non-Disclosure Agreement is breached?

When the time of disclosure is during the time period specified before the termination of this agreement. If both parties have expressed consent prior through signature, the NDA is a binding legal contract that outlines a confidential relationship between the vendor/suppliers and the other party. Therefore, when a breach or violation occurs, you are able to claim rights in dispute against the violating disclosing party. These rights are outlined in the provisions of this agreement - some specifications include; an injunction, damage for loss, court order. The most commonly found right is if an employee breaches an NDA with a business/business owner then the employee can be immediately terminated.

What type of information can be covered in a Non-Disclosure Agreement?

Subject matter in the entire agreement is broad and can be customised to your needs. Common information that can be covered is inclusive of but not exhaustive to; patents, copyrights, financial information, customer lists, trade secrets. You can use this Lawpath template as a base and then customise the document accordingly.

How long is a Non-Disclosure Agreement effective for?

It is not an essential element of a non-disclosure agreement to impose a specific time-frame. It is recommended that your document should not contain a time-frame and an obligation of confidentiality remain until the information is no longer classified as confidential and enters the public domain. In cases where the parties decide to agree on a time-limit, to ensure enforceability, the deadline must not go over what is reasonably necessary to protect the legitimate interests of your business.

Will my Non-Disclosure Agreement be enforceable overseas?

Like many contracts, this document is only enforceable in the country or state specified in the agreement. Similarly, this document is governed by the law/s in the respective country or state it is executed in. If you intend to take legal action to enforce this Agreement or seek remedies for its breach, you will need to do so in the State or Territory Court the document was executed in. 

Should I ask my employees and interns to sign a Non-Disclosure Agreement?

One of the most common forms of non-disclosure agreements exists between an employer and employee. Confidentiality agreements are beneficial in the context of employment because they allow for a free-flow of confidential information within the workplace to maximise business productivity, while at the same time prohibiting employees from using or disclosing confidential information. Employment agreements also often include a binding confidentiality clause.

Who else should sign a Non-Disclosure?

Clients

When engaging with clients or potential clients, a business or entity may have the clients sign a non-disclosure agreement when sensitive information is disclosed.

Vendors

A business that relies on third-party vendors who may have access their confidential information should get the vendor to sign a non-disclosure agreement during their business relationship to ensure their information is protected.

Contractors

Having an independent contractor sign a non-disclosure agreement where they may have access to confidential information during their employment, would prevent the contractor from acting on the information and protect the contracting entity.

Investors

Investors may be asked to sign a non-disclosure agreement when commercially sensitive information is shared between the parties to ensure the information does not go public, and the information is protected.

What happens if the terms of my Non-Disclosure Agreement are broken?

A non-disclosure agreement sets out the rights of a party in the event of a breach by the other party. These rights may include:

  • Obtaining an injunction in the event of an anticipatory breach (to prevent information from being released).
  • Monetary compensation (damages) where a breach has already occurred.

Other names for Non-Disclosure Agreement include:

  • NDA;
  • Confidentiality Agreement;
  • Confidential Disclosure Agreement (CDA);
  • Proprietary Information Agreement (PIA);
  • Secrecy Agreement (SA);
  • Confidentiality Contract; and
  • Gag Order.

Other documents you may need:

Further information

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Here's what people say about Lawpath’s Non-Disclosure Agreement (One Way)

Reviews are managed by BazaarVoice and comply with the BazaarVoice Authenticity Policy. Reviews are independently verified by BazaarVoice and detail our customers' real experiences.

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Great service

Very quick and easy to use legal document generation services.

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Sep 06 2024, 10:01 AM

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I had and excellent easy to use experience with Law path keep up the good work!

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Mar 26 2024, 12:01 AM

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Super easy

The process was like having a lawyer hold your hand the whole way.

John Sukkar

Jan 26 2024, 1:16 AM

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Very easy to use.

I needed a one way NDA. The template was quick and easy to use. Served my purpose beautifully.

Lucinda Reck

Nov 18 2021, 9:00 PM

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Great experience easy to navigate

The document was easy to create and website easy to navigate

Brad

Sydney Jul 22 2020, 6:30 PM

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Extremely easy to use

This was very easy to make a document. I made an NDA in less than 10 minutes

Timm

Sydney Jun 10 2020, 1:45 PM

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Fast and Easy

Was over all a pretty painless experience to get the job done.

Rory

May 13 2020, 5:45 PM

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Good for researching about NDA.

The structure of creating process was explicit enough and fast.

kiyo kay

Sydney NSW Apr 19 2020, 4:45 AM

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Super easy

I stumbled upon the service and found it super easy to use. I will be in touch in the future if I need further assistance with contracting and employment related legal advice.

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Mar 05 2020, 2:00 PM

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The document preparation made the process simple and ideal for my uses

Dominic Dolan

Canberra, ACT Feb 11 2020, 7:45 PM

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