One-Way Non-Disclosure Agreement
This agreement is made on Effective date between:
- Discloser (the party sharing information), of Discloser address (the "Discloser"); and
- Recipient (the party receiving information), of Recipient address (the "Recipient").
Only the Discloser shares confidential information under this agreement. Only the Recipient takes on duties.
1. Purpose
The Discloser may share information with the Recipient for this purpose only: Purpose of sharing information (the "Purpose"). The Discloser decides what to share and may share nothing. Neither party must enter into any further agreement.
2. Confidential information
Confidential information is any information that the Discloser, or anyone for it, shares with the Recipient for the Purpose, in any form, that:
- is marked or described as confidential; or
- a reasonable person would understand to be confidential from its nature and the way it was shared.
It includes Main kinds of information you will share (e.g. product plans, pricing, customer data). It also includes notes, analyses, and copies that the Recipient makes from that information, and the fact and status of the parties' discussions.
3. What the Recipient will do
The Recipient will:
- use the confidential information only for the Purpose;
- not share it with anyone except its employees, contractors, and professional advisers who need it for the Purpose and who are bound by duties of confidence at least as strict as this agreement;
- protect it with at least the care it uses for its own similar information, and never less than reasonable care;
- not copy it except as needed for the Purpose, and not reverse engineer anything it receives;
- tell the Discloser promptly if it learns of any unauthorised use or disclosure.
The Recipient is responsible for any breach by the people it shares the information with.
4. Exceptions
These duties do not apply to information that the Recipient can show:
- is or becomes public through no fault of the Recipient;
- it already knew, without a duty of confidence, before the Discloser shared it;
- it received lawfully from a third party who had no duty of confidence; or
- it developed independently without using the confidential information.
5. Disclosure required by law and protected reports
The Recipient may disclose confidential information when a law, regulator, or court requires it. Where the law allows, it will first tell the Discloser and disclose only what is required.
Nothing in this agreement stops a person from reporting possible wrongdoing to a regulator or other authority, or from making any disclosure that the law protects.
6. Ownership
All confidential information stays the property of the Discloser. This agreement gives the Recipient no licence or other right in it. This agreement does not stop the Recipient from using its own general skills and experience, as long as it does not use the confidential information.
7. Return or destruction
When the Discloser asks, or when the Purpose ends, the Recipient will stop using the confidential information and will return or destroy it with all copies and notes. The Recipient will confirm this in writing if asked. The Recipient may keep copies in automatic backups or where the law requires, but this agreement continues to apply to them.
8. Consideration
The Recipient makes the promises in this agreement in return for the Discloser sharing information and holding discussions with the Recipient.
9. Term
The Recipient's duties continue for Confidentiality period after the last disclosure (years) years from the date the Discloser last shares confidential information. For trade secrets, they continue for as long as the information stays a trade secret.
10. No warranty
The Discloser shares confidential information "as is". It gives no promise that the information is accurate or complete.
11. Remedies
A breach of this agreement may cause harm that money cannot fully repair. The Discloser may ask a court for an injunction or other urgent relief, in addition to any other remedy.
12. General
- This is the whole agreement between the parties about its subject. Any change must be in writing and signed by both parties.
- The Recipient may not transfer this agreement. The Discloser may transfer it to a buyer of all or most of its business.
- If a court finds part of this agreement unenforceable, the rest continues.
- Notices go to Discloser email for notices and Recipient email for notices, or to the addresses above.
- The parties may sign this agreement electronically and in counterparts.
13. Governing law
This agreement is governed by the laws of Governing law and courts (country, city), and the courts there have jurisdiction over any dispute.
Signatures
Discloser (the party sharing information)
Signature: ____________________________
Date: ______________
Recipient (the party receiving information)
Signature: ____________________________
Date: ______________