One-way NDA by Common Paper
This template provides a One-Way Non-Disclosure Agreement (NDA) designed for a Discloser to share confidential information with a Recipient for a specific purpose. It outlines the Recipient's obligations to protect and appropriately use the disclosed information. The document includes clear instructions for setting up the agreement and filling in variable details.
How to set up an agreement
Review the agreement, including the attached NDA Terms.
Review each variable on the Cover Page and fill in your details. Don’t forget to enter your company’s information in the signature block at the end.
Delete any optional variables, choices, or details that do not apply to you.
Delete all [informational text].
Remove this first page.
Send to your counterparty for review and signature.
One-Way NDA
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.
Discloser | [ company name and address of Discloser ] |
Purpose | [Evaluating whether to enter into a business relationship with the other party.] |
Effective Date | [Fill in: today’s date] |
NDA Term | [ x ] Expires [1 year(s)] from Effective Date. |
Term of Confidentiality | [ 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. |
Governing Law | The laws of the State of [fill in state]. |
Jurisdiction | The state and federal courts located in [fill in state and/or county]. |
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 | |
Title | |
Company | |
Notice Address | |
Date |
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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This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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