Non-Disclosure Agreement (Simple) – one way

What is a one-way non-disclosure agreement and when should you use it?

A non-disclosure agreement (or NDA) is a legally binding document to stop business’ sensitive, confidential information and data from being shared amongst people who aren’t authorised to have access to it.

You’ll often hear it called a ‘confidentiality agreement’ as well.

It puts the other party on notice that they can’t disclose the contents of conversations or materials that you share with them without express, prior consent.

This template is a simple standard one-way non-disclosure agreement.

This means that it is designed to protect any disclosures by you of your confidential information.

The requirement for non-disclosure is on one party only, the recipient i.e the individual or company you are sharing the confidential information with.

This NDA is more than adequate for many business engagements.

However, if you feel you need a more detailed NDA you may want to consider using our non-disclosure agreement (long form)

When should an NDA be used?

You might want to use an NDA in the early stages of a business relationship, whether during discussions or before more formal contractual documentation containing confidentiality obligations are put in place.

Those recipients of confidential information might be:

• future contractors or suppliers
• potential employees
• co-founders
• target trading or joint venture partners
• agencies you outsource to (like building your website, looking after your IT security, helping you to develop your business plan)
• a target customer who may need to understand more about how your product or service works and what you’re aspiring to before being able to commit to a manufacturing or sales deal

If you’re disclosing information that merits a non-disclosure agreement, this means you’re sharing trade secrets.

In such case always ensure that the terms of your agreement contain a robust definition of what you consider to be confidential information.

And try not to disclose anything valuable – with or without a non-disclosure agreement – unless you’ve put the right protections in place around your intellectual property.

If you prefer or require a mutual NDA, where both parties are disclosing the confidential information, our mutual NDA would be a better choice for you.

For more details on this visit our Intellectual Property hub.

To learn more about NDAs check out our guide on non-disclosure agreements

This sets out more context around when confidentiality agreements can be really effective, and equally, when they will not be – or, they would not always be welcomed as a suggestion.