Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Non-Disclosure Agreement (One Way)
Updated 17 Oct 2025
This is a One-Way Non-Disclosure Agreement (NDA) template designed to protect confidential information shared by a Discloser with a Recipient. It outlines how confidential information may be used, protected, and returned, and specifies terms for confidentiality and governing law. The template includes a cover page for key details and standard NDA terms.
Non-Disclosure Agreement
This One-Way Non-Disclosure Agreement (the “NDA”) consists of:
this Cover Page (“Cover Page”) and
the NDA Terms below (“NDA Terms”).
If there is any inconsistency between the Cover Page and the NDA Terms, the Cover Page will control over the NDA Terms. Capitalized words have the meanings or descriptions given in the Cover Page or the NDA Terms.
Cover Page
Discloser
[discloser company name]
Purpose
This describes how the Confidential Information may be used, such as 'evaluating whether to enter into a business relationship with the other party'.
[purpose]
Effective Date
[effective date]
NDA Term
Choose one and customize.
[ x ] Expires [1 year(s)] from Effective Date.
[ ]Continues until terminated in accordance with the terms of the NDA.
Term of Confidentiality
Choose one and customize.
[ x ] [1 year(s)] from [choose 1: Effective Date || the date of last disclosure], but in the case of trade secrets, until Confidential Information is no longer considered a trade secret under applicable laws.
[ ] In perpetuity.
Governing Law
Provide the state whose laws apply when interpreting this agreement.
The laws of the state of [governing law].
Jurisdiction
Provide the state whose courts would have jurisdiction over any potential disputes related to this agreement.
The state and federal courts located in [jurisdiction].
Changes to Standard Terms
List specific changes to the Standard Terms, if any.
[Changes to standard terms]
By signing this Cover Page, Recipient agrees to enter into this NDA as of the Effective Date.
DISCLOSER | RECIPIENT | |
Signature | ||
Print Name | ||
Title | ||
Company | ||
Notice Address | ||
Date |
NDA Terms
Introduction. This NDA allows the Discloser to disclose or make available information to the Recipient in connection with the Purpose that (1) the Discloser identifies as “confidential”, “proprietary”, or the like or (2) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure (“Confidential Information”). Confidential Information also includes the existence and status of the parties’ discussions and information on the Cover Page. Confidential Information includes technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions and know-how. To use this NDA, the parties must complete and sign a Cover Page incorporating these NDA Terms. Discloser and Recipient are each identified on the Cover Page and capitalized terms have the meanings given herein or on the Cover Page.
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HTML document. Document created on Tue Jul 15th, 2025. Last updated on Fri Oct 17th, 2025.
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Licensed under CC BY 4.0 (Attribution).
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