One-way NDA by Common Paper
The Common Paper One-Way NDA governs how a receiving party must handle and protect confidential information disclosed by another party and ensures that sensitive materials can be shared for evaluation or negotiation without risk of misuse. It is part of CommonPaper’s widely trusted library of open, lawyer-vetted standard agreements.
One-Way NDA (Non-Disclosure Agreement)
This One-Way Non-Disclosure Agreement (the “NDA”) consists of: (1) this Cover Page (“Cover Page”) and (2) 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 details] |
Purpose | [purpose] |
Effective Date | [effective date] |
NDA Term | [ ] Expires [duration] from Effective Date. [ ] Continues until terminated in accordance with the terms of the NDA. |
Term of Confidentiality | [ ] [duration (1)] 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 | The laws of the State of [governing law state]. |
Jurisdiction | The state and federal courts located in [court location]. |
Changes to Standard Terms | Fill in, if any. |
By signing this Cover Page, Recipient agrees to enter into this NDA as of the Effective Date.
RECIPIENT | |
Signature | |
Print Name | [recipient name] |
Title | [recipient title] |
Company | [recipient company] |
Notice Address | [recipient notice address] |
Date | [recipient signature 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.
Use and Protection of Confidential Information. Recipient shall: (a) use Confidential Information solely for the Purpose; (b) not disclose Confidential Information to third parties without the Discloser’s prior written approval, except that the Recipient may disclose Confidential Information to its employees, agents, advisors, contractors and other representatives having a reasonable need to know for the Purpose, provided these representatives are bound by confidentiality obligations no less protective than the applicable terms in this NDA and the Recipient remains responsible for their compliance with this NDA; and (c) protect Confidential Information using at least the same protections the Recipient uses for its own similar information but no less than a reasonable standard of care.
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About this template
What is this template?
This document is a unilateral confidentiality agreement where only one party provides protected information. It contains a cover page for customizable variables like 'Purpose' and 'NDA Term' and specifies that trade secrets remain protected until they no longer qualify as such under law. It is not a mutual agreement where both parties share secrets.
When should you use it?
Use this template when you are the only party sharing sensitive data, such as during a sales pitch or a vendor evaluation. If both parties will be exchanging confidential details, use a Mutual NDA instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Introduction | Defines Confidential Information as material identified as proprietary or reasonably understood as such, including product designs, roadmaps, and pricing. |
| 2 | Use and Protection of Confidential Information | Obliges the Recipient to use information solely for the defined Purpose and apply a reasonable standard of care. |
| 3 | Exceptions | Excludes information that is already public, rightfully possessed prior to receipt, or independently developed without referencing the Discloser's material. |
| 4 | Disclosures Required by Law | Permits disclosure under court order provided the Recipient gives the Discloser reasonable advance notice to seek confidential treatment. |
| 5 | Term and Termination | Allows the Discloser to terminate the agreement for any reason upon written notice to the Recipient. |
| 6 | Return or Destruction of Confidential Information | Requires the Recipient to destroy or return materials upon request, with an exception for standard electronic backup policies. |
| 8 | Disclaimer | Provides all information on an 'AS IS' basis without warranties of merchantability or fitness for a particular purpose. |
| 10 | General | Permits the Discloser to assign the agreement during a merger or acquisition without the Recipient's consent. |
Who it's for
- a company disclosing sensitive technical roadmaps or pricing to a potential business partner
- a Discloser sharing intellectual property for evaluation by a vendor or service provider
- a party providing security and compliance documentation to a Recipient under US state law
How long it runs and how it's signed
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