Unilateral Non-Disclosure Agreement (NDA)

A Unilateral Non-Disclosure Agreement (also called a one-way NDA or unilateral confidentiality agreement) is a contract where only one party discloses confidential information and only the other party takes on the obligation to protect it. The party sharing the information is the Disclosing Party; the party receiving it is the Receiving Party. Confidentiality duties run in a single direction - the Receiving Party is bound, while the Disclosing Party has no equivalent obligation under the agreement. This structure contrasts with a mutual NDA, where both parties exchange confidential information and both carry confidentiality obligations. The unilateral form fits situations where information flows one way, so the agreement defines what counts as Confidential Information, what the Receiving Party may do with it, the purpose for which it is shared, and how long the obligations last. It sets out the permitted purpose for the disclosure, the definition and exclusions of Confidential Information, the Receiving Party's handling obligations, and the circumstances in which onward disclosure is allowed. It also addresses data protection, return or destruction of information, the duration of the confidentiality obligations, and the governing law and courts that apply to any dispute.