top of page
Unilateral Nondisclosure Agreement

Unilateral Nondisclosure Agreement

A Unilateral Nondisclosure Agreement (NDA), also known as a One-Way Nondisclosure Agreement, is a legal contract between two parties, where one party (referred to as the "Disclosing Party") discloses confidential information to the other party (referred to as the "Receiving Party"). The purpose of a Unilateral NDA is to protect the confidential information from being disclosed or used for unauthorized purposes by the Receiving Party.

Key elements typically included in a Unilateral Nondisclosure Agreement are:

  1. Parties Involved: The agreement identifies the parties—the Disclosing Party (the party sharing confidential information) and the Receiving Party (the party receiving the confidential information).

  2. Definition of Confidential Information: The agreement defines what constitutes confidential information that will be protected by the NDA. This can include trade secrets, business plans, financial data, customer lists, technology, and other sensitive information.

  3. Obligations of the Receiving Party: The NDA outlines the obligations of the Receiving Party, including the duty to keep the disclosed information confidential and to use it solely for the purpose for which it was shared.

  4. Duration of Confidentiality: The agreement specifies the duration during which the Receiving Party is obligated to keep the information confidential. This period may extend beyond the termination of the agreement.

  5. Exceptions: The NDA may outline situations where the Receiving Party is not obligated to maintain confidentiality, such as when the information becomes publicly available or was already known by the Receiving Party.

  6. Permitted Disclosures: The agreement may specify circumstances under which the Receiving Party is allowed to disclose the confidential information, such as to its employees or contractors who need to know for the purpose of the disclosed project.

  7. Remedies for Breach: The NDA outlines the potential consequences if the Receiving Party breaches the agreement, which may include financial damages or injunctive relief to prevent further disclosure.

  8. Governing Law and Jurisdiction: The agreement specifies the laws that govern the agreement and the jurisdiction where any potential legal disputes will be resolved.

  9. Severability: The NDA may include a clause stating that if any portion of the agreement is found to be unenforceable, the rest of the agreement will still be valid.

  10. Acknowledgment: The Receiving Party typically acknowledges its understanding of the confidentiality obligations by signing the agreement.

Unilateral Nondisclosure Agreements are commonly used when one party, usually a business or an individual, is disclosing sensitive information to another party for a specific purpose, such as during negotiations, business collaborations, or discussions of potential partnerships. The goal is to protect the integrity and confidentiality of the shared information while allowing parties to engage in meaningful discussions without the fear of unauthorized disclosure. Legal advice is often sought when drafting or reviewing NDA agreements to ensure they accurately reflect the parties' intentions and comply with relevant laws.

bottom of page