Legal
Unilateral One-Way NDA Template
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Non-Disclosure Agreement
Effective Date: [Document Sent Date]
This Non-Disclosure Agreement (“Agreement”) is made and entered into by and between:
Owner:
[Owner first name] [Owner last name]
Recipient:
[Recipient first name] [Recipient last name]
WHEREAS, the Owner acknowledges that the Recipient may come into possession of confidential information pertaining to the Owner's business, practices, or other proprietary matters, and desires to protect the confidentiality of such information;
NOW, THEREFORE, the Parties agree to the following terms and conditions:
1. Confidentiality
During the term of this Agreement, any non-public information made available to the Recipient by the Owner shall be deemed confidential. This includes, but is not limited to, information related to vendors, pricing, products, technology, and proprietary software.
The Recipient agrees to exercise prudent judgment in determining the confidentiality of information and shall, when in doubt, seek approval from the Owner before disclosing any potentially confidential information.
2. Protection of Confidential Information
The Recipient acknowledges that the confidential information holds significant value to the Owner and agrees to treat such information with the same level of care as their own personal confidential information.
The Recipient further agrees not to disclose, share, or make any confidential information available to third parties without the prior written consent of the Owner. The Recipient shall not copy or modify any confidential information in any manner.
3. Unauthorized Disclosure
In the event that the Recipient discloses confidential information without the Owner’s prior written consent, the Owner has the right to seek legal remedies, including termination of this Agreement and legal action.
4. Non-Circumvention
The Recipient agrees not to engage in or solicit any business dealings directly or indirectly related to the Owner’s business for the purpose of bypassing the Owner, for a period of 5 years following the termination or conclusion of this Agreement.
Should any circumvention occur, the Owner shall be entitled to any and all compensation arising from such transactions
5. Return of Confidential Information
Upon termination or conclusion of this Agreement, the Recipient agrees to return all confidential information provided under this Agreement. Any information that cannot be returned must be destroyed promptly.
6. Independent Contractor Status
This Agreement does not establish an employment relationship between the Parties. The Recipient remains an independent contractor and is responsible for paying any taxes on compensation received.
7. License to Use
The Recipient is granted a limited license to use the information and products provided by the Owner solely in accordance with the permissions granted. The Recipient acknowledges that all intellectual property remains the property of the Owner and shall be treated accordingly.
The Recipient agrees to hold the Owner harmless in the event of any loss, damage, theft, injury, or any other issues arising from the use of confidential information. This includes attorney fees, court costs, hospital fees, and any financial losses incurred due to negligence.
Core Obligations
1
Maintain Strict Confidentiality
The Recipient is obligated to maintain the strictest confidentiality of the Owner’s business, vendor relationships, and pricing details. This includes all proprietary information, trade secrets, and any data that could provide a competitive advantage, treating it with the same level of care as their own most sensitive information.
2
Seek Approval for Disclosure
Prior written approval from the Owner must be explicitly sought and obtained before disclosing any confidential information to third parties. This ensures that any potential sharing of sensitive data is controlled and sanctioned by the Owner, preventing inadvertent or unauthorized dissemination.
3
Protect Information as Personal
The Recipient must protect the confidential information as if it were their own personal, highly sensitive data. This implies implementing robust security measures and ensuring no third-party disclosure occurs without the Owner's explicit written consent, thereby safeguarding against any breach of trust or security.
These obligations are fundamental to the purpose of this NDA, designed to create a secure environment for information exchange. Any deviation from these terms constitutes a breach of agreement, with potential legal ramifications. The Recipient acknowledges the sensitive nature of the information and commits to upholding these protective measures diligently.
8. Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding confidentiality and supersedes any prior agreements, whether written or oral, related to the subject matter.
9. Term
The obligations of this Agreement shall remain in effect indefinitely, even after the conclusion or termination of the Agreement.
10. Assignment
The Parties agree not to sell, transfer, or assign any rights or obligations under this Agreement to third parties without the written consent of the other Party. Any third parties bound by this Agreement must adhere to its terms.
11. Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any legal proceedings related to this Agreement shall take place in this jurisdiction. The prevailing party in any legal proceedings may seek reimbursement for court fees and other legal costs.
12. Notification
All notices required under this Agreement shall be delivered in person, by courier, or by certified mail to the addresses provided below:
Owner's Address:
[Owner's address]
Recipient's Address:
[Recipient's address]
13. Agreement
By signing below, both Parties acknowledge and agree to the terms outlined in this Agreement.
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