One-Way Non-Disclosure Agreement
Disclosing party: [Your Name / Company], based at [Address] ("Discloser") Receiving party: [Their Name / Company], based at [Address] ("Recipient") Date: [Date]
Discloser will share confidential information with Recipient for [describe purpose, e.g., "evaluating whether Recipient will build Discloser's mobile app"] (the "Purpose").
1. What counts as confidential
"Confidential Information" is any non-public information Discloser shares with Recipient, in any form โ including business plans, product ideas, designs, code, customer and prospect lists, pricing, financials, and the fact that the parties are talking at all.
Exceptions: information that is already public (through no fault of Recipient), that Recipient already had without restriction, that Recipient lawfully receives from a third party, or that Recipient develops independently without using Discloser's information.
2. What Recipient promises
Recipient will:
- use Confidential Information only for the Purpose, and for nothing else โ including not using it to compete with Discloser or to build a similar product;
- not share it with anyone except Recipient's employees or advisors who need it for the Purpose and are bound by obligations at least this strict (Recipient remains responsible for them);
- protect it with at least reasonable care; and
- tell Discloser promptly about any unauthorized use or disclosure.
3. Compelled disclosure
If the law forces Recipient to disclose, Recipient may comply but must give Discloser prompt notice first (where legally allowed) and disclose only the minimum required.
4. Duration
Recipient's obligations last [3] years from the date above. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
+ 3 more sections in the full template
This preview shows the opening clauses verbatim. The full file you download continues with:
5. Return or destruction6. No license, no obligation7. Remedies and general terms