One-way NDA, in plain language
A non-disclosure agreement lets one party share confidential information while the other promises to keep it secret and use it only for an agreed purpose. This template is one-way (unilateral): one Disclosing Party, one Receiving Party. That fits most everyday cases — a founder pitching to a contractor, a company sharing plans with a freelancer, a seller giving financials to a potential buyer. When both sides will share secrets, a mutual NDA is the better fit.
We wrote this agreement ourselves, in plain English, so you can read every clause before you sign it.
What you fill in
- Effective date, the confidentiality period in years, and the governing law (state or country).
- Disclosing and receiving party details.
- The purpose — why the information is being shared. This matters: the Receiving Party may only use the information for this purpose.
- Signatures, dates, printed names and titles for both parties.
The nine clauses, briefly
- Confidential Information — non-public information shared for the purpose, marked or not, if a reasonable person would see it as confidential.
- Exclusions — public information, things already known, received from someone free to share them, or independently developed.
- Obligations — use only for the purpose; share only with people who need to know and are bound by confidentiality; protect with reasonable care.
- Disclosure required by law — allowed to the extent required, with notice where permitted.
- Return or destruction on request.
- Term — the years you choose; trade secrets protected as long as they remain trade secrets.
- No license, no obligation to do any deal.
- Remedies — the discloser may seek a court order to stop a breach.
- General — governing law, entire agreement, written amendments, severability, signing in counterparts and electronically.
FAQ
Can both parties sign online?
Yes. One party fills and signs in Fill & Sign PDF, sends the file, and the other adds their signature on their line.
Is this enough for an employee?
Employment confidentiality is often handled in the employment contract and is subject to employment law; this template is aimed at business-to-business and freelance situations.
Is this legal advice?
No. It is a general starting point. If significant money, employment or intellectual property is at stake, have it reviewed by a lawyer licensed where it applies.