UNILATERAL NON-DISCLOSURE AGREEMENT

(the “Agreement”)

[// GUIDANCE: This template is drafted as a one-way NDA in which only the “Disclosing Party” provides Confidential Information and only the “Receiving Party” owes duties of confidentiality. Customize bracketed placeholders before circulation.]

Document Header

This Unilateral Non-Disclosure Agreement (the “Agreement”) is entered into and made effective as of [EFFECTIVE_DATE] (the “Effective Date”) by and between:

1. [DISCLOSING_PARTY_NAME], a [STATE/COUNTRY OF ORGANIZATION] [legal form], with its principal place of business at [ADDRESS] (“Disclosing Party”); and
2. [RECEIVING_PARTY_NAME], a [STATE/COUNTRY OF ORGANIZATION] [legal form], with its principal place of business at [ADDRESS] (“Receiving Party”).

Disclosing Party and Receiving Party are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Recitals

A. Disclosing Party possesses certain proprietary and confidential information (as defined below) relating to [PURPOSE_DESCRIPTION] (the “Purpose”).
B. Disclosing Party is willing to disclose such information to Receiving Party solely for the Purpose, and Receiving Party is willing to receive and protect such information, all on the terms and conditions set forth herein.
C. The Parties acknowledge that adequate consideration supports each covenant herein.

NOW, THEREFORE, the Parties agree as follows:

Table of Contents

1. Definitions
2. Confidentiality Obligations
3. Representations & Warranties
4. Covenants & Restrictions
5. Default & Remedies
6. Risk Allocation
7. Dispute Resolution
8. General Provisions
9. Execution Block

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms may be used in the singular or plural and shall apply to any tense.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the ownership of more than fifty percent (50%) of the voting interests of the subject entity.

“Confidential Information” means all non-public, proprietary, or sensitive data, whether disclosed orally, visually, electronically, or in tangible form, that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, trade secrets, know-how, research, product plans, customer lists, financial information, and any copies or derivatives thereof.

“Disclosing Party” and “Receiving Party” have the meanings set forth in the Document Header.

“Purpose” has the meaning set forth in Recital A.

“Representative” means a Party’s directors, officers, employees, contractors, advisors, and agents who have a strict need to know Confidential Information for the Purpose and who are bound by written obligations at least as protective as those contained herein.

2. Confidentiality Obligations

2.1 Restrictions on Use. Receiving Party shall use the Confidential Information solely to accomplish the Purpose and for no other purpose, commercial or otherwise, without Disclosing Party’s prior written consent.

2.2 Standard of Care. Receiving Party shall protect the confidentiality of the Confidential Information using the same degree of care it uses to protect its own confidential information of like nature, but in no event less than a commercially reasonable degree of care.

2.3 Non-Disclosure. Except as expressly permitted in Section 2.4, Receiving Party shall not disclose Confidential Information to any third party other than its Representatives.

2.4 Permitted Disclosure. Receiving Party may disclose Confidential Information to its Representatives solely as necessary to fulfill the Purpose, provided that: (a) such Representatives are informed of the confidential nature of the information; and (b) Receiving Party remains liable for any breach by its Representatives.

2.5 Exceptions. The obligations in this Section 2 shall not apply to information that Receiving Party can demonstrate by contemporaneous written evidence:
 (a) is or becomes publicly available through no breach of this Agreement;
 (b) was lawfully in Receiving Party’s possession prior to disclosure by Disclosing Party;
 (c) is rightfully received from a third party without restriction and without breach of any obligation to Disclosing Party; or
 (d) is independently developed by Receiving Party without use of or reference to the Confidential Information.

2.6 Compelled Disclosure. If Receiving Party is legally compelled by subpoena, court order, or governmental authority to disclose any Confidential Information, Receiving Party shall, to the extent permitted by law, provide Disclosing Party with prompt written notice in order to permit Disclosing Party to seek a protective order or other appropriate remedy. Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose.

2.7 Return or Destruction. Upon the earlier of (a) completion of the Purpose, or (b) Disclosing Party’s written request, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing such return or destruction; provided, however, Receiving Party may retain one archival copy solely for the purpose of monitoring its obligations hereunder.

3. Representations & Warranties

3.1 Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement.

3.2 No Conflict. Receiving Party represents that its execution and performance of this Agreement does not and will not violate any other agreement to which it is a party.

3.3 Accurate Information. Disclosing Party makes no representation or warranty, express or implied, regarding the accuracy or completeness of any Confidential Information, and shall have no liability to Receiving Party resulting from the use of the Confidential Information.

[// GUIDANCE: NDA-specific reps are intentionally limited; expand only if transaction requires.]

4. Covenants & Restrictions

4.1 No Reverse Engineering. Receiving Party shall not analyze, decompile, disassemble, or reverse engineer any tangible objects or software embodying Confidential Information.

4.2 No License. All Confidential Information remains the sole property of Disclosing Party. No express or implied license or other right is granted to Receiving Party by this Agreement.

4.3 Notice of Misuse. Receiving Party shall promptly notify Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to mitigate harm.

4.4 Compliance with Laws. Receiving Party shall comply with all applicable export control, data protection, and privacy laws in connection with its handling of Confidential Information.

5. Default & Remedies

5.1 Events of Default. A material breach of Section 2 or Section 4 constitutes an “Event of Default.”

5.2 Cure Period. Upon written notice of an Event of Default, Receiving Party shall have five (5) business days to cure such breach, provided that no cure period applies to intentional or willful breaches.

5.3 Remedies. In addition to any other remedies available at law or equity, Disclosing Party shall be entitled to:
 (a) immediate injunctive relief without the necessity of posting bond or proving actual damages; and
 (b) recovery of direct damages, including attorney fees and costs pursuant to Section 5.4.

5.4 Attorney Fees. The prevailing Party in any action or proceeding arising from an Event of Default shall be entitled to recover its reasonable attorney fees, costs, and expenses.

6. Risk Allocation

6.1 Indemnification. [INTENTIONALLY OMITTED PURSUANT TO PARTIES’ AGREEMENT – NO INDEMNIFICATION]

6.2 Limitation of Liability. No limitation of liability applies; each Party shall be liable to the full extent permitted under applicable law.

6.3 Force Majeure. Neither Party shall be liable for failure to perform its non-monetary obligations when such failure is caused by events beyond its reasonable control, including acts of God, war, civil unrest, or governmental action; provided that the affected Party gives prompt notice and resumes performance as soon as practicable.

7. Dispute Resolution

7.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the internal laws of the State of [GOVERNING_LAW_STATE], without regard to its conflict-of-laws rules.

7.2 Exclusive Jurisdiction for Equitable Relief. For any claim seeking injunctive or other equitable relief, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE], and waives any objection to venue or inconvenient forum.

7.3 Binding Arbitration. Any dispute not resolved by mutual agreement or addressed under Section 7.2 shall be finally settled by confidential, binding arbitration administered by [ARBITRATION_PROVIDER] under its [ARBITRATION_RULES] in effect at the time of the filing, before a single neutral arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and conducted in [CITY, STATE] in the English language.

7.4 Jury Trial Waiver. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

7.5 Survival. This Section 7 shall survive termination or expiration of the Agreement.

8. General Provisions

8.1 Term. This Agreement commences on the Effective Date and continues for a period of [TERM_YEARS] years, unless earlier terminated. The confidentiality obligations in Section 2 shall survive for [SURVIVAL_YEARS] years after termination or until the Confidential Information no longer qualifies as confidential, whichever occurs first.

8.2 Termination. Either Party may terminate this Agreement at any time upon thirty (30) days’ prior written notice to the other Party. Termination shall not relieve Receiving Party of obligations accrued prior to termination.

8.3 Assignment. Receiving Party may not assign or delegate this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without Disclosing Party’s prior written consent. Any unauthorized assignment is void ab initio.

8.4 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay in exercising any right shall operate as a waiver.

8.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be construed to effect its intent to the maximum extent permissible.

8.6 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior or contemporaneous discussions or agreements, whether written or oral.

8.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered electronically (e.g., via PDF or DocuSign) shall be deemed originals.

9. Execution Block

IN WITNESS WHEREOF, the Parties hereto have caused this Unilateral Non-Disclosure Agreement to be executed by their duly authorized representatives as of the Effective Date.

[// GUIDANCE:
1. Replace bracketed placeholders with deal-specific information.
2. Confirm the Governing Law/Forum fit your client’s strategic preferences.
3. If the Parties are outside the U.S., consider local data-privacy or export-control addenda.
4. Omit or expand Sections to meet transaction-specific requirements.
5. Always obtain final review by counsel admitted in the chosen jurisdiction.]