One-way NDA template

This Non-Disclosure Agreement (the "Agreement") is made on Agreement date between Discloser legal name (the "Discloser") and Recipient name or company (the "Recipient").

Recipient's address: Recipient address

1. Why the Discloser is sharing

The Discloser will share information with the Recipient so that the Recipient can Purpose (the "Purpose"). Only the Discloser shares confidential information under this Agreement.

2. What is confidential

"Confidential Information" means all non-public information that the Discloser, or anyone acting for it, gives the Recipient in connection with the Purpose, whether in writing, out loud, visually, or through access to systems, samples or premises, if it is marked or described as confidential or a reasonable person would treat it as confidential. Examples include financial statements, customer lists, pricing, designs, drawings, source code, recipes, processes and plans.

It does not include information that the Recipient can show was already public through no fault of the Recipient, was lawfully known to the Recipient before the Discloser shared it, came from someone else entitled to share it freely, or was developed by the Recipient without reference to the Discloser's information.

3. The Recipient's promises

The Recipient will:

• use the Confidential Information only for the Purpose;
• keep it secure, using at least reasonable care;
• make copies only as the Purpose needs, and keep the Discloser's confidentiality notices on every copy;
• not reverse engineer, decompile or test the makeup of any sample, prototype or software it receives; and
• tell the Discloser promptly in writing if it learns of any unauthorized use or disclosure, and help limit the harm.

4. People the Recipient may share with

The Recipient may share Confidential Information only with its own employees, contractors and professional advisers who need it for the Purpose, who have been told it is confidential, and who are bound to keep it confidential on terms at least as strict as these. The Recipient is responsible for anything those people do with it.

5. Legal demands

If the Recipient is legally required to disclose Confidential Information, it will tell the Discloser first where the law permits, cooperate with any effort to limit the disclosure, and disclose no more than the law requires.

6. How long the duties last

The Recipient's duties last for Years the duty lasts years from the date of this Agreement. For anything that is a trade secret, they last for as long as it remains a trade secret.

7. Returning materials

Within Days to return materials days after the Discloser asks, or after the Purpose ends, the Recipient will return or securely destroy all Confidential Information, including notes and copies, and confirm in writing that it has done so.

8. Ownership and remedies

The Confidential Information remains the Discloser's property, and sharing it gives the Recipient no license or other right to it. The Discloser may ask a court for an order to stop an actual or threatened breach, in addition to damages and any other remedy.

9. Notice for individuals

If the Recipient is an individual, they are notified that, under the Defend Trade Secrets Act (section 1833(b) of Title 18 of the U.S. Code), an individual is immune from liability under federal and state trade secret law for disclosing a trade secret in confidence to a government official or to a lawyer solely to report or investigate a suspected violation of law, or in a court filing made under seal.

10. General

This Agreement is governed by the laws of the state of Governing law state. It is the complete agreement on its subject and can be changed only in writing signed by both parties. The Recipient may not assign it. Electronic signatures count as original signatures.

Recipient email: Recipient email Title, if signing for a company: Recipient title