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Confidentiality and IP

One-way NDA template

One-way (unilateral) NDA: A one-way NDA is a confidentiality agreement where only one party discloses information and only the receiving party promises to keep it secret.

Last reviewed 6 November 2026 · 7 clauses · General guidance, not legal advice

Fill in the terms and send it for e-signature in minutes.

Use this template free

When to use a one-way (unilateral) NDA

  • Pitching an idea or product to a potential partner
  • Giving a contractor or adviser access to internal information
  • Letting a prospective buyer review a data room

One-way NDA template: clause-by-clause outline

Sample starting wording for each clause. Replace the text in [brackets] with your details.

  1. Parties and roles

    [Discloser] will disclose and [Recipient] will receive Confidential Information under this Agreement.

  2. Confidential information

    Confidential Information means all non-public business, technical and financial information the Discloser provides to the Recipient.

  3. Use restriction

    The Recipient will use Confidential Information only to [evaluate the opportunity] and for no other purpose.

  4. Permitted disclosure

    The Recipient may share Confidential Information with its employees and advisers who need it and are bound by similar duties.

  5. Compelled disclosure

    If required by law to disclose, the Recipient will give prompt notice, where lawful, so the Discloser can seek protection.

  6. Term and return

    Obligations last [3] years. On request the Recipient will return or destroy all Confidential Information.

  7. Remedies

    The Discloser may seek an injunction to prevent a breach, in addition to any other remedy.

What to check before you sign

  • Recipients: is the definition of confidential information so broad it covers things you already know?
  • Disclosers: are advisers and affiliates bound by the same duties?
  • Is there a clear end date?

How to send a one-way (unilateral) NDA for e-signature

  1. Start from the built-in template. Fill in the parties and terms; the contract and its plain-language review write themselves.
  2. Check it against your playbook. Points outside your positions are flagged, and approval rules route it to Legal when needed.
  3. Send it by email. Signers get a plain-language review and a secure link, sign on any device in the order you set, and can suggest changes as tracked changes.
  4. Keep the signed PDF. Everyone receives it with a certificate of completion, and key dates go to Upcoming with reminders.

One-way NDA template: frequently asked questions

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

When information flows in one direction only, for example a founder pitching to an investor or a company briefing a freelancer.

Will investors sign an NDA?

Many venture investors decline NDAs at the pitch stage. They are more common in M&A, partnerships and vendor evaluations.

Is an electronically signed one-way (unilateral) NDA legally binding?

In most countries, yes. E-signatures are recognised for commercial contracts under laws such as the ESIGN Act (US), eIDAS (EU), the Electronic Communications Act (UK) and the Information Technology Act (India). econtracts.ai adds a certificate of completion with each signer’s identity check and a fingerprint of the signed content.

Can I get a one-way (unilateral) NDA I received reviewed?

Yes. Upload it to econtracts.ai and you get a plain-language review: key dates, money and points to check, each quoting the clause it comes from.

Related contract templates

NDA templateMutual non-disclosure agreementConfidentiality agreement templateConfidentiality agreementIP assignment agreement templateIntellectual property assignment agreement

This outline is a starting point for discussion, not legal advice, and it is not a complete contract. Laws differ by country and sector; have a qualified lawyer review contracts that matter.