When should I use a one-way NDA instead of a mutual one?

Use a one-way NDA when only you will be sharing confidential information. If the other side will also share something sensitive, a mutual NDA protects both of you.

What does the receiving party agree to?

To use the information only for the stated purpose, share it only with people who need to know and are bound by similar duties, protect it with reasonable care, and return or destroy it on request.

Can I change the purpose and the term?

Yes. The purpose, term and governing state are bracketed placeholders, and the whole document is editable before you send it.

Free template

One-way NDA template

A one-way, or unilateral, NDA protects information that flows in one direction: you disclose, they keep it confidential. It is shorter to negotiate than a mutual NDA because only the receiving party takes on obligations. Edit it in the browser and send it for signature from the same page; the free plan includes 5 sends a month and never asks for a card.

Start free with this template

When to use it

Showing a pitch, prototype or data to a prospective investor, vendor or contractor.
Onboarding a freelancer who will see customer lists or internal systems.
Sharing a product under evaluation with a prospective customer or reseller.

What's in it

1.Purpose
2.Confidential Information
3.Receiving Party's obligations
4.Exclusions
5.Required disclosure
6.Return of information
7.Term
8.General

Plus signature, name and date fields for disclosing party and receiving party.

The full template

The text you start from, exactly as it opens in the editor. Bracketed blanks are yours to fill in; highlighted fields are filled by each signer.

Unilateral Non-Disclosure Agreement

This Unilateral Non-Disclosure Agreement (the “Agreement”) is entered into as of Date signed — Disclosing party between [Disclosing party legal name] (the “Disclosing Party”) and [Receiving party legal name] (the “Receiving Party”).

1. Purpose

The Disclosing Party intends to share certain information with the Receiving Party for the purpose of [describe the purpose, e.g. evaluating a potential business relationship] (the “Purpose”).

2. Confidential Information

“Confidential Information” means any non-public information disclosed by the Disclosing Party to the Receiving Party, in any form, that is marked confidential or that a reasonable person would understand to be confidential, including business plans, financial information, customer lists, product designs, software and know-how.

3. Receiving Party's obligations

The Receiving Party agrees to:

Use the Confidential Information only for the Purpose.
Not disclose it to anyone except its employees and advisors who need to know it for the Purpose and are bound by confidentiality duties at least as protective as these.
Protect it with at least the same care it uses for its own confidential information, and no less than reasonable care.
Promptly notify the Disclosing Party of any unauthorized use or disclosure it becomes aware of.

4. Exclusions

These obligations do not apply to information that is or becomes public through no fault of the Receiving Party, was already known to the Receiving Party without restriction, is received from a third party without a duty of confidentiality, or is independently developed without use of the Confidential Information.

5. Required disclosure

If the Receiving Party is required by law or court order to disclose Confidential Information, it will give the Disclosing Party prompt notice (where legally permitted) and disclose only what is required.

6. Return of information

On the Disclosing Party's written request, the Receiving Party will promptly return or destroy all Confidential Information in its possession.

7. Term

The Receiving Party's obligations last for [three (3)] years from the Effective Date, and for trade secrets, for as long as the information remains a trade secret under applicable law.

8. General

No license or other rights are granted except as stated. This Agreement is governed by the laws of the State of [State]. It is the entire agreement on its subject and may be changed only in writing signed by both parties.

Signatures

Disclosing party

Signature: Signature — Disclosing party

Name: Full name — Disclosing party

Date: Date signed — Disclosing party

Receiving party

Signature: Signature — Receiving party

Name: Full name — Receiving party

Date: Date signed — Receiving party

This template is a general-purpose starting point written in plain English for use in the United States. It is not legal advice and has not been reviewed for your situation; for anything high-stakes, have a lawyer review the final version.

How to send it for signature

Step 1
Start from the template
It opens as a document in the editor with both parties' signature, name and date fields already placed. Fill in the bracketed blanks and change any clause.
Step 2
Add who signs
Put an email address on each party, set the signing order if it matters, add an access code if you want one, and add a viewer for anyone who only needs to read it.
Step 3
Send it and track it
Each signer gets a link and signs in the browser, no account needed. You see who has opened and signed, and everyone gets the completed PDF with a certificate of completion.