A one way non-disclosure agreement (NDA) is a legal document that protects businesses from the risk of having confidential information leaked by employees or contractors. It is also sometimes called a unilateral NDA.

A one way NDA is typically used when a business needs to share confidential information with their employees, contractors or vendors, but cannot risk that information being shared with anybody else. In this agreement, only one party will be sharing confidential information (the disclosing party), while the other party (the receiving party) will be obligated to keep that information private.

Here is a sample one way NDA that can be used as a starting point for creating your own agreement:

One Way Non-Disclosure Agreement:

This One Way Non-Disclosure Agreement (“Agreement”) is entered into as of the date set forth below (“Effective Date”) by and between [disclosing party] (“Disclosing Party”), and [receiving party] (“Receiving Party”).

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information (“Confidential Information”); and

WHEREAS, the Receiving Party desires to receive such Confidential Information for the sole purpose of performing their obligations to the Disclosing Party.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Confidentiality

The Receiving Party agrees to hold all Confidential Information in strict confidence and shall not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party.

2. Exceptions

The Receiving Party shall not be required to keep confidential any Confidential Information that: (a) was previously known to the Receiving Party without any obligation of confidentiality; (b) is or becomes publicly known through no wrongful act of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without any obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

3. Term

This Agreement shall remain in effect for a period of [insert time frame], unless otherwise terminated by either party upon written notice to the other.

4. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of [insert state], without regard to its conflict of laws provisions.

5. Remedies

In the event of a breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek injunctive relief and any other legal remedies available to it.

6. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, relating to the subject matter hereof.

7. Counterparts

This Agreement may be executed in counterparts and each counterpart shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.

[Disclosing Party]

By: _________________________

Name: ______________________

Title: _______________________

Date: _______________________

[Receiving Party]

By: _________________________

Name: ______________________

Title: _______________________

Date: _______________________

Conclusion

A one way NDA is an important legal document in protecting confidential information when sharing it with employees, contractors or vendors. It is important to consult with a legal professional to ensure that your NDA is legally binding and enforceable. Use the above sample as a starting point but always tailor it to your specific needs and requirements.