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Draft my one-way nda — free preview →NON-DISCLOSURE AGREEMENT
(Single Party Disclosure)
This Non-Disclosure Agreement ("Agreement") is entered into as of __________ (the "Effective Date")
BETWEEN:
__________, a company incorporated in England and Wales (Company No. __________), whose registered office is at __________ (the "Disclosing Party");
AND
__________, of __________ (the "Receiving Party").
The Disclosing Party and the Receiving Party are hereinafter referred to individually as a "Party" and collectively as the "Parties".
1. DEFINITIONS AND INTERPRETATION
(1.1) "Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation: trade secrets, business plans, financial projections, technical data, product designs, source code, customer lists, pricing structures, marketing strategies, and any analyses, compilations or summaries prepared by the Receiving Party that contain or are derived from such information.
(1.2) "Permitted Purpose" means __________.
(1.3) "Representatives" means, in relation to a Party, its directors, officers, employees, agents, advisers and contractors who have a need to know the Confidential Information for the Permitted Purpose and who are bound by obligations of confidentiality no less stringent than those set out in this Agreement.
(1.4) References to clauses are to clauses of this Agreement. Headings are for convenience only and shall not affect interpretation.
2. OBLIGATIONS OF CONFIDENTIALITY
(2.1) The Receiving Party undertakes to: (a) hold all Confidential Information in strict confidence; (b) not disclose or permit disclosure of any Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Permitted Purpose; (d) apply no lesser security measures to the Confidential Information than those applied to its own confidential information of similar sensitivity, and in any event no less than reasonable care; and (e) promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorised access to, use of, or disclosure of any Confidential Information.
(2.2) The Receiving Party shall disclose Confidential Information only to those Representatives who need to know it for the Permitted Purpose. The Receiving Party shall procure that its Representatives comply with the obligations set out in this Agreement and shall remain liable for any breach by its Representatives as if such breach were its own.
(2.3) The Receiving Party shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the composition, structure or source of any Confidential Information.
A non-disclosure agreement (NDA) lets you share confidential information with someone — a potential partner, a freelancer, an investor — while keeping the legal right to stop them using or passing it on. A one-way NDA covers information flowing in one direction; a mutual NDA covers both.
Use a one-way NDA when you are disclosing and the other side is only receiving: pitching an idea, briefing a contractor, showing figures to a buyer. Use a mutual NDA when both sides will reveal something, as in a joint venture discussion or a partnership. Picking the wrong one is the most common problem: a mutual NDA imposed on a freelancer who will disclose nothing is harmless but odd; a one-way NDA where both sides share leaves one of them unprotected.
English law will enforce an NDA that defines the confidential information clearly, limits its use to a stated purpose, and does not overreach. The standard carve-outs must be there: information already public (other than through a breach), already known to the recipient, independently developed, received lawfully from a third party, or required to be disclosed by law or a regulator. Without them a court may treat the whole clause as unreasonable.
The agreement should say how long the duty lasts (two to five years is normal; trade secrets can be indefinite), what happens to copies when the relationship ends, and that the recipient is responsible for its own staff and advisers. It should confirm that nothing in it transfers intellectual property or obliges either side to do a deal. Because damages are hard to prove for a leak, a clause acknowledging that an injunction is an appropriate remedy is standard.
It cannot stop someone reporting wrongdoing to a regulator or making a protected disclosure under the Employment Rights Act 1996; a good NDA says so. It cannot restrain fair competition: a non-solicitation or non-compete added to an NDA must be short and proportionate or it fails as a restraint of trade. And an NDA does not protect an idea that is already public or that you describe in a pitch deck without marking it confidential.
If you will share anything you would not want public — customer lists, pricing, an unreleased product — yes. A one-way NDA takes two minutes to sign and sets the tone.
Two to five years from disclosure is typical for commercial information; trade secrets can be protected for as long as they stay secret. The questions let you set it.
No. A simple contract signed by both parties is enough; if nothing is given in return by the recipient, the draft includes a nominal consideration clause so it is binding.
Yes, with English law and courts chosen, which is what the draft does. Enforcing it abroad depends on the country, so for a large disclosure take advice.
None in substance. Use the standalone NDA before there is any other contract; once you sign a services or employment agreement, its confidentiality clause takes over.
No. Scorpia is software that drafts and checks documents. It is not a law firm and does not give legal advice. For a dispute, a company sale or anything unusual, use a solicitor.