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One Way NDA Template

LegalContracts and Agreements

The side that shares the information.

The side that promises to keep it confidential.

Receiving party is
Draft agreement —
Clauses
—
Years of confidentiality
—
Whistleblower notice
—
Words
—

A one-way NDA binds only the receiving party: one side shares, the other promises secrecy. Enter both names, the purpose, a period of 1 to 10 years and the governing law. A deal between two businesses produces ten clauses; an employee or contractor recipient adds an eleventh, the federal whistleblower immunity notice.

About this tool

A unilateral NDA fits when information flows in one direction: a founder showing a prototype to an investor, a supplier quoting prices to a distributor, or a company onboarding a freelancer. This template writes the agreement from your answers, with definitions, the four standard exclusions, use and care obligations, compelled disclosure, a fixed confidentiality term with trade secrets carved out, return of materials and a governing law clause. The clause list in the table lets you check structure at a glance. When the recipient is an employee or contractor, it inserts the notice that 18 U.S.C. 1833(b) expects in US agreements. It is a starting draft in plain English, not advice on your facts; local rules on restrictive covenants and enforcement differ, so a lawyer in your jurisdiction is the right check before signing anything significant.

How to use it

  1. Name the parties

    Type the legal names of the disclosing party and the receiving party exactly as they appear on registrations or ID.

  2. Pick the recipient type

    Choose business, employee, contractor or individual; employee and contractor add the whistleblower notice.

  3. Set purpose and term

    Describe the purpose in a short phrase and use the − / + buttons to set 1 to 10 years.

  4. Add date and law

    Choose an effective date and type the governing law, then copy the draft text.

Examples

Engineer joining a battery project

Disclosing party
Northwind Labs Ltd
Receiving party
Priya Raman
Receiving party is
An employee
Purpose of sharing
carry out her duties on the battery project
Effective date
2026-11-01
Confidentiality period
3
Governing law
the State of California

Result Draft agreement: ONE-WAY NON-DISCLOSURE AGREEMENT

This Agreement is made on 2026-11-01 (the "Effective Date") between Northwind Labs Ltd (the "Disclosing Party") and Priya Raman, a employee (the "Receiving Party").

1. PURPOSE
The Disclosing Party will share Confidential Information with the Receiving Party solely so the Receiving Party can carry out her duties on the battery project (the "Purpose"). Only the Disclosing Party discloses information under this Agreement.

2. CONFIDENTIAL INFORMATION
Confidential Information means all non-public business, technical, financial and customer information disclosed by the Disclosing Party in any form, whether or not marked confidential, that a reasonable person would understand to be confidential.

3. EXCLUSIONS
Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party; (b) the Receiving Party already lawfully knew; (c) is lawfully received from a third party without a duty of confidence; or (d) is independently developed without use of the Confidential Information.

4. OBLIGATIONS
The Receiving Party will use the Confidential Information only for the Purpose, protect it with at least reasonable care, and disclose it only to its personnel and advisers who need to know it for the Purpose and are bound by duties of confidence at least as strict as these.

5. REQUIRED DISCLOSURE
If law or a court order requires disclosure, the Receiving Party may disclose only what is required, and will give the Disclosing Party prompt prior notice where lawful so it can seek protection.

6. TERM
The obligations in this Agreement last for 3 years from the Effective Date, except that information which is a trade secret stays protected for as long as it remains a trade secret.

7. RETURN OR DESTRUCTION
On written request, or when the Purpose ends, the Receiving Party will promptly return or destroy the Confidential Information and confirm this in writing.

8. NO LICENCE OR WARRANTY
All Confidential Information remains the property of the Disclosing Party. No licence is granted, and the information is provided as is.

9. WHISTLEBLOWER IMMUNITY NOTICE
Under 18 U.S.C. 1833(b), an individual is not liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding.

10. REMEDIES
Unauthorised disclosure may cause irreparable harm, and the Disclosing Party may seek injunctive relief in addition to any other remedy.

11. GOVERNING LAW
This Agreement is governed by the laws of the State of California.

Signed for the Disclosing Party: ____________________ Name: Northwind Labs Ltd Date: ________
Signed for the Receiving Party: ____________________ Name: Priya Raman Date: ________
Clauses: 11
Years of confidentiality: 3
Whistleblower notice: Included
Words: 448

  1. Recipient type: employee, so the 18 U.S.C. 1833(b) whistleblower notice is added.
  2. Confidentiality runs 3 year(s) from the Effective Date; trade secrets stay protected while they remain secret.

Because the recipient is an employee, the draft adds the federal whistleblower immunity notice as an eleventh clause.

Supplier sharing pricing with a distributor

Disclosing party
Harbor Foods Inc.
Receiving party
Coastal Logistics LLC
Receiving party is
A business
Purpose of sharing
evaluate a possible distribution deal
Effective date
2026-10-15
Confidentiality period
2
Governing law
the State of New York

Result Draft agreement: ONE-WAY NON-DISCLOSURE AGREEMENT

This Agreement is made on 2026-10-15 (the "Effective Date") between Harbor Foods Inc. (the "Disclosing Party") and Coastal Logistics LLC, a business (the "Receiving Party").

1. PURPOSE
The Disclosing Party will share Confidential Information with the Receiving Party solely so the Receiving Party can evaluate a possible distribution deal (the "Purpose"). Only the Disclosing Party discloses information under this Agreement.

2. CONFIDENTIAL INFORMATION
Confidential Information means all non-public business, technical, financial and customer information disclosed by the Disclosing Party in any form, whether or not marked confidential, that a reasonable person would understand to be confidential.

3. EXCLUSIONS
Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party; (b) the Receiving Party already lawfully knew; (c) is lawfully received from a third party without a duty of confidence; or (d) is independently developed without use of the Confidential Information.

4. OBLIGATIONS
The Receiving Party will use the Confidential Information only for the Purpose, protect it with at least reasonable care, and disclose it only to its personnel and advisers who need to know it for the Purpose and are bound by duties of confidence at least as strict as these.

5. REQUIRED DISCLOSURE
If law or a court order requires disclosure, the Receiving Party may disclose only what is required, and will give the Disclosing Party prompt prior notice where lawful so it can seek protection.

6. TERM
The obligations in this Agreement last for 2 years from the Effective Date, except that information which is a trade secret stays protected for as long as it remains a trade secret.

7. RETURN OR DESTRUCTION
On written request, or when the Purpose ends, the Receiving Party will promptly return or destroy the Confidential Information and confirm this in writing.

8. NO LICENCE OR WARRANTY
All Confidential Information remains the property of the Disclosing Party. No licence is granted, and the information is provided as is.

9. REMEDIES
Unauthorised disclosure may cause irreparable harm, and the Disclosing Party may seek injunctive relief in addition to any other remedy.

10. GOVERNING LAW
This Agreement is governed by the laws of the State of New York.

Signed for the Disclosing Party: ____________________ Name: Harbor Foods Inc. Date: ________
Signed for the Receiving Party: ____________________ Name: Coastal Logistics LLC Date: ________
Clauses: 10
Years of confidentiality: 2
Whistleblower notice: Not needed
Words: 384

  1. Recipient type: business, so no whistleblower notice is needed.
  2. Confidentiality runs 2 year(s) from the Effective Date; trade secrets stay protected while they remain secret.

A company-to-company deal needs ten clauses; the information is protected for two years, and trade secrets for as long as they stay secret.

Freelance designer, date left open

Disclosing party
Atlas Retail GmbH
Receiving party
Mia Weber
Receiving party is
A contractor
Purpose of sharing
redesign the online checkout
Confidentiality period
5
Governing law
Germany

Result Draft agreement: ONE-WAY NON-DISCLOSURE AGREEMENT

This Agreement is made on ____________ (the "Effective Date") between Atlas Retail GmbH (the "Disclosing Party") and Mia Weber, a contractor or consultant (the "Receiving Party").

1. PURPOSE
The Disclosing Party will share Confidential Information with the Receiving Party solely so the Receiving Party can redesign the online checkout (the "Purpose"). Only the Disclosing Party discloses information under this Agreement.

2. CONFIDENTIAL INFORMATION
Confidential Information means all non-public business, technical, financial and customer information disclosed by the Disclosing Party in any form, whether or not marked confidential, that a reasonable person would understand to be confidential.

3. EXCLUSIONS
Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party; (b) the Receiving Party already lawfully knew; (c) is lawfully received from a third party without a duty of confidence; or (d) is independently developed without use of the Confidential Information.

4. OBLIGATIONS
The Receiving Party will use the Confidential Information only for the Purpose, protect it with at least reasonable care, and disclose it only to its personnel and advisers who need to know it for the Purpose and are bound by duties of confidence at least as strict as these.

5. REQUIRED DISCLOSURE
If law or a court order requires disclosure, the Receiving Party may disclose only what is required, and will give the Disclosing Party prompt prior notice where lawful so it can seek protection.

6. TERM
The obligations in this Agreement last for 5 years from the Effective Date, except that information which is a trade secret stays protected for as long as it remains a trade secret.

7. RETURN OR DESTRUCTION
On written request, or when the Purpose ends, the Receiving Party will promptly return or destroy the Confidential Information and confirm this in writing.

8. NO LICENCE OR WARRANTY
All Confidential Information remains the property of the Disclosing Party. No licence is granted, and the information is provided as is.

9. WHISTLEBLOWER IMMUNITY NOTICE
Under 18 U.S.C. 1833(b), an individual is not liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding.

10. REMEDIES
Unauthorised disclosure may cause irreparable harm, and the Disclosing Party may seek injunctive relief in addition to any other remedy.

11. GOVERNING LAW
This Agreement is governed by the laws of Germany.

Signed for the Disclosing Party: ____________________ Name: Atlas Retail GmbH Date: ________
Signed for the Receiving Party: ____________________ Name: Mia Weber Date: ________
Clauses: 11
Years of confidentiality: 5
Whistleblower notice: Included
Words: 442

  1. Recipient type: contractor or consultant, so the 18 U.S.C. 1833(b) whistleblower notice is added.
  2. Confidentiality runs 5 year(s) from the Effective Date; trade secrets stay protected while they remain secret.

Contractors also receive the notice, and a blank line is left for the date because none was chosen.

How it is calculated

clauses = 10 core clauses + 1 whistleblower notice when the recipient is an employee or contractor

core clauses
purpose, definition, exclusions, obligations, required disclosure, term, return, no licence, remedies, governing law
notice
the immunity notice described in 18 U.S.C. 1833(b)(3) of the Defend Trade Secrets Act

The draft follows the common structure of a unilateral confidentiality agreement. The four exclusions (public, already known, received from a third party, independently developed) mirror those courts routinely accept. The term applies to ordinary confidential information, while trade secrets stay protected for as long as they remain secret. Under 18 U.S.C. 1833(b)(3), an employer that omits the immunity notice from an agreement with an employee, contractor or consultant cannot recover exemplary damages or attorney fees under the Act from that person, so the notice is added for those recipient types.

Sources

When not to use it

  • Both sides will share sensitive material, so a mutual NDA fits better.
  • The deal involves export-controlled data, health records or other regulated information.
  • You need non-compete or non-solicitation terms, which this draft does not contain.

Common mistakes

  • Writing a purpose so broad that the recipient may use the information for almost anything.
  • Naming a trading name instead of the registered legal entity.
  • Leaving out the whistleblower notice from a US employee or contractor agreement.
  • Setting a short term and assuming trade secrets lapse with it.

Frequently asked questions

How does a one-way NDA differ from a mutual NDA?

In a one-way NDA only one party discloses and only the other party takes on confidentiality duties. A mutual NDA makes both sides discloser and recipient. If you will only be showing your material and receiving nothing sensitive back, the unilateral form is shorter and simpler to negotiate.

Why does the draft add a whistleblower notice for employees?

The Defend Trade Secrets Act, at 18 U.S.C. 1833(b)(3), says an employer that leaves the immunity notice out of an agreement with an employee, contractor or consultant loses the right to exemplary damages and attorney fees under the Act against that person. Adding it costs one paragraph.

How long should the confidentiality period be?

Two to five years is common for commercial discussions, because ordinary business information goes stale. Technical know-how may justify longer. This template lets you set 1 to 10 years, and separately keeps trade secrets protected for as long as they remain secret.

What information is excluded from protection?

Four categories: information that is public through no fault of the recipient, information the recipient already lawfully knew, information received lawfully from a third party, and information developed independently without using what was disclosed.

Does the agreement need to be signed by witnesses or notarised?

In most US states and in England and Wales an NDA is an ordinary contract, valid when signed by both parties without witnesses or a notary. Some countries or company policies require more formality, so check local practice.

Can the recipient disclose information if a court orders it?

Yes. The required disclosure clause allows disclosure of only what the law or order demands, and asks the recipient to give the disclosing party advance notice where that is lawful, so it can seek a protective order.

What should I type for governing law?

Write the jurisdiction as it should read in the sentence, for example the State of Delaware, England and Wales, or Ontario. Choose a place connected to at least one party, since courts may disregard an unrelated choice.

Cite this tool

Using this tool in an assignment, article or report? Copy a citation, or a link for your website.

APA

Tools Directory Editorial Team. (2026, October 14). One Way NDA Template. Tools Directory. Retrieved October 27, 2026, from https://tools.milunir.com/legal/contracts-and-agreements/one-way-nda-template/

MLA

Tools Directory Editorial Team. “One Way NDA Template.” Tools Directory, 14 Oct. 2026, https://tools.milunir.com/legal/contracts-and-agreements/one-way-nda-template/. Accessed 27 Oct. 2026.

Chicago

Tools Directory Editorial Team. “One Way NDA Template.” Tools Directory. Last modified October 14, 2026. Accessed October 27, 2026. https://tools.milunir.com/legal/contracts-and-agreements/one-way-nda-template/.

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