What Is a One-Way Non-Disclosure Agreement?
A one‑way Non‑Disclosure Agreement (NDA) is a contract in which only one party - here, the Company - discloses confidential information, and the other party - the Recipient - agrees to keep that information confidential and use it only for a defined business purpose. If your company will be sharing sensitive technical, commercial, financial, or product‑related information with another party, a one‑way NDA ensures that the Recipient must protect that information, restrict its use to the permitted purpose, and prevent unauthorized disclosure or misuse.
When Do You Need a One-Way NDA?
You need a one‑way NDA whenever your company is the only party disclosing confidential information while another party evaluates or pursues a potential business relationship with you. Common scenarios include: sharing product roadmaps or prototypes, providing access to internal data or technology, discussing financials or business plans, or allowing a potential partner, vendor, or investor to review sensitive materials. Because only your company is disclosing information, a one‑way NDA ensures the Recipient must protect it, limit access to authorized Representatives, and refrain from reverse engineering, misuse, or disclosure.
Why Use This Template?
This one‑way NDA template was drafted by attorneys experienced in advising companies that routinely share sensitive information with prospective partners, vendors, or investors. It includes the essential protections most businesses need — a clear definition of Confidential Information, strict use‑and‑disclosure limits, Representative access controls, and detailed obligations around safeguarding, returning, or destroying materials — while remaining practical and readable.
It also incorporates modern protections, including prohibitions on reverse engineering and restrictions on using Company information with machine‑learning or AI tools. This template provides a strong, reliable starting point for protecting your company’s information, though we always recommend attorney review before execution.
Key Provisions Included
- Broad definition of Company Confidential Information
- Limits on use and disclosure (Permitted Use only)
- Access restrictions for Representatives and Affiliates
- Standard confidentiality exceptions
- Procedures for legally compelled disclosures
- Return or destruction of materials at termination
- No IP rights granted; no reverse engineering or AI‑model use
- Term, survival, and remedies for breach
