One-Way Non-Disclosure Agreement (NDA) by GOV.UK
Updated 16 December 2025
The GOV.UK One-Way Non-Disclosure Agreement is a plain-language confidentiality contract where only the recipient agrees to keep the discloser’s information secret and use it solely for a defined purpose. It helps individuals and businesses in the UK protect innovations, ideas, and sensitive data in early discussions and is part of OLL's lawyer-vetted template library.
This agreement will help you if, for instance:
you are an inventor wanting to discuss your invention with someone else
you are thinking about sharing your ideas about a new product or process
developing a new product or process with someone else
you want to discuss a new concept with a potential collaborator
Important: This NDA is signed as a deed to make sure it is legally enforceable. Because only one party is making promises, using a deed avoids legal technicalities and clearly binds the recipient to keep the information confidential.
One-way Non-Disclosure Agreement
Date: [effective date]
Parties:
Options available: Select suitable options depending on whether parties are individuals or companies
Option A: [name of individual receiving information] of [address of receiving individual]
OR
Option B: [name of company receiving information], a company registered in [england] under company number [receiving company number] whose registered office is at [address of receiving company office on the register of companies]
(the Recipient)
and
Option A: [name of individual disclosing information] of [address of disclosing individual]
OR
Option B: [name of company disclosing information], a company registered in [england] under company number [disclosing company number] whose registered office is at [address of disclosing company office on the register of companies]
(the Discloser)
The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the recipient and the discloser entering into a joint venture] (the Purpose).
The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.
The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3.
The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to:
any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or
any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser.
Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.
The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.
Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.
The undertakings in clauses 2 and 3 will continue in force [indefinitely]/[for [insert number] years from the date of this agreement].
This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.
Options available: Select suitable signature box depending on whether receiver is individual or a company
Option A: If the Recipient is an individual
Signed and Delivered as a Deed by:
[name of recipient] in the presence of:
_____________________________
Signature
_____________________________
Signature of witness
[witness name]_______________
Name of witness
[witness address]_____________
_____________________________
_____________________________
Address of witness
Option B: If the Recipient is a company
Executed and Delivered as a Deed by
[name of recipient] acting by
[name of director], a director,
in the presence of:
_____________________________
Signature of Director
_____________________________
Signature of witness
[witness name]_______________
Name of witness
[witness address]______________
_____________________________
_____________________________
Address of witness
This NDA is signed as a deed, and the law requires a witness when a deed is signed. The witness simply confirms that the signature was made in their presence.
The witness must be an adult and cannot be a party to this agreement.
About this template
What is this template?
One-Way Non-Disclosure Agreement (NDA) by GOV.UK is a free, ready-to-use Confidentiality & Non-Disclosure Agreements template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Confidentiality & Non-Disclosure Agreements template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Confidentiality & Non-Disclosure Agreements usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.