Unilateral Non-Disclosure Agreement Template

A unilateral non-disclosure agreement (NDA) is a legal document that binds one party to keep confidential information disclosed by another party. This type of agreement is often used in business relationships where one party shares sensitive information with another party, such as trade secrets, proprietary information, or confidential business plans.

Key Elements of a Unilateral NDA

A unilateral NDA typically includes the following key elements:

Parties: This section identifies the parties involved in the agreement, including the disclosing party and the receiving party.

Confidential Information: This section defines what constitutes confidential information and outlines the scope of the agreement. It is important to be as specific as possible to avoid any ambiguity.

Obligations of the Receiving Party: This section outlines the receiving party’s obligations to maintain the confidentiality of the disclosed information. It may also include restrictions on the use and disclosure of the information.

Exceptions: This section may list certain exceptions to the confidentiality obligation, such as information that is already publicly known or that is independently developed by the receiving party.

Term: This section specifies the duration of the agreement, which can be a fixed period or a perpetual term.

Governing Law: This section specifies the governing law that will apply to the agreement in case of a dispute.

Dispute Resolution: This section may outline the dispute resolution process, such as mediation or arbitration.

Entire Agreement: This section states that the NDA constitutes the entire agreement between the parties and supersedes any prior or contemporaneous communications or agreements.

Design Elements for a Professional Unilateral NDA

To create a professional and trustworthy unilateral NDA, it is essential to consider the following design elements:

Clear and Concise Language: Use clear and concise language throughout the document to avoid confusion and ensure that both parties understand their obligations.

Consistent Formatting: Maintain consistent formatting throughout the document, including font size, line spacing, and margins. Use a professional font such as Times New Roman or Arial.

Headings and Subheadings: Use headings and subheadings to organize the document and make it easier to read.

White Space: Use white space effectively to create a visually appealing and easy-to-read document. Avoid overcrowding the page with text.

Professional Layout: Choose a professional layout that is easy on the eyes and conveys a sense of trust and professionalism.

Consistent Branding: If applicable, incorporate your company’s branding elements into the NDA, such as your logo and color scheme.

Example of a Unilateral NDA

Confidential Disclosure Agreement

This Confidential Disclosure Agreement (the “Agreement”) is made and entered into as of [Date] by and between [Disclosing Party], a [Type of Entity] with its principal place of business at [Address] (the “Disclosing Party”), and [Receiving Party], a [Type of Entity] with its principal place of business at [Address] (the “Receiving Party”).

1. Confidential Information

1.1 Confidential Information. The term “Confidential Information” shall mean any information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that should reasonably be understood to be confidential. Confidential Information shall include, but not be limited to, any trade secrets, proprietary information, know-how, customer lists, business plans, financial information, or other information that is not publicly known.

1.2 Exclusions. Confidential Information shall not include any information that:

Is or becomes publicly known through no fault of the Receiving Party;

Is already known to the Receiving Party without obligation of confidentiality;

Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or

Is required to be disclosed by law or court order.

2. Obligations of the Receiving Party

The Receiving Party shall:

Maintain the confidentiality of the Disclosing Party’s Confidential Information;

Use the Disclosing Party’s Confidential Information solely for the purposes of [Purpose of Disclosure];

Not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent; and

Take reasonable measures to protect the confidentiality of the Disclosing Party’s Confidential Information.

3. Term

This Agreement shall commence on the date hereof and shall continue for a period of [Term].

4. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State or Country].

5. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

6. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument.

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

[Disclosing Party]

By: __________________________________
Name: __________________________________
Title: __________________________________

[Receiving Party]

By: __________________________________
Name: __________________________________
Title: __________________________________