One-Way Non-Disclosure Agreement (NDA) by GOV.UK
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.
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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