One-Way Non-Disclosure Agreement (Unilateral NDA) Template
Create a one-way (unilateral) Non-Disclosure Agreement in minutes. Protect the information you share with a contractor, buyer or partner. Generate and download.
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A one-way Non-Disclosure Agreement (NDA) template you can customize and download in minutes
A one-way Non-Disclosure Agreement (NDA); also called a unilateral NDA or one-directional confidentiality agreement — is a contract used when only one party shares confidential information and the other party simply receives it. The party sharing the information is the Discloser; the party receiving it is the Recipient, and the Recipient promises to keep that information secret and use it only for an agreed purpose.
This free one-way NDA template lets you generate a complete, ready-to-sign confidentiality agreement online. Just answer a few simple questions; who the Discloser and Recipient are, what the information will be used for, how long confidentiality should last, and which law governs the agreement; and your personalized Non-Disclosure Agreement is generated instantly, ready to download as PDF or Word.
When is a one-way NDA the right choice?
A unilateral NDA is ideal whenever information flows in one direction only. Common examples include:
A business sharing plans, financials or assets with a potential buyer or investor
A company giving a contractor, freelancer or agency access to confidential material to do a job
An employer sharing trade secrets with a new hire or job candidate
A seller disclosing due-diligence information during the sale of a business or its assets
If both sides will be exchanging secrets, use a mutual (two-way) NDA instead.
What this one-way NDA template includes
A clear Purpose clause that ties confidentiality to a specific business reason
A broad definition of Confidential Information covering technical, financial and operational data
Standard exclusions (publicly known information, information already held, and independently developed information)
The Recipient's obligations; including binding its own officers and employees to the same terms
Compelled-disclosure rules for when the law or a court requires disclosure
A no-warranty clause, return of materials, and confirmation that the information stays the Discloser's property
A configurable term, governing law and jurisdiction, and a clean two-party signing block
How to create your one-way NDA
1. Open the template and click Generate.
2. Answer the guided questions — the Discloser and Recipient, the purpose, the confidentiality period, and the governing law.
3. Generate the document — your details are merged into the agreement automatically.
4. Review and download your NDA as PDF or Word, then sign.
Who is this NDA for?
Business owners selling or valuing a company, employers onboarding staff or contractors, founders sharing plans with investors, and any organization that needs to hand over sensitive information while keeping control of it. The wording is jurisdiction-agnostic; you choose the governing law and courts, so the same template works whether you're in Nigeria or anywhere else.
Disclaimer: This template is provided for convenience and general information only and is not legal advice. Confidentiality and contract laws vary by country and situation. For high-value or complex matters, have the final agreement reviewed by a qualified lawyer before signing.
- Professional formatting and layout
- Easy customization with guided questions
- Multiple export formats: pdf, docx
- Legally reviewed and compliant
- Instant download after generation
What is a one-way (unilateral) NDA?
A one-way NDA is a confidentiality agreement in which only one party — the Discloser — shares confidential information, and the other party — the Recipient — agrees to keep it secret and use it only for an agreed purpose. Unlike a mutual NDA, the confidentiality obligations run in a single direction, because only one side is disclosing sensitive information.
What's the difference between a one-way NDA and a mutual NDA?
In a one-way (unilateral) NDA, only one party discloses confidential information and only the other party is bound to protect it. In a mutual (two-way) NDA, both parties share information and both are equally bound. Choose a one-way NDA when information flows in a single direction — for example, when you share plans with a contractor or a buyer who won't be sharing secrets back with you.
When should I use a one-way NDA?
Use a one-way NDA before you hand over any confidential information to someone who is only receiving it — such as a potential buyer or investor reviewing your business, a contractor or freelancer you've engaged, or a new employee who will handle trade secrets. Signing before disclosure means your information is protected from the very first conversation.
What information does this NDA protect?
It protects Confidential Information disclosed in any form; oral, written, encoded, graphic, electronic or other tangible form. This includes technical, financial and operational information, research, analyses, projections, forecasts, reports, software, processes and financials, and any data created by, provided by or acquired from the Discloser in connection with the agreed purpose.
What is NOT covered as confidential?
The agreement carves out information that is already public (through no fault of the Recipient), information the Recipient already lawfully held without any duty of confidentiality, and information the Recipient developed independently without using the Discloser's Confidential Information. These standard exclusions keep the NDA fair and enforceable.
How long does the confidentiality obligation last?
You set the duration when you generate the document; for example, three years from the date of the agreement. You can adjust the term to match your needs, and the obligations continue even if the wider business discussions end without a deal.
Can the Recipient share the information with its staff?
Yes, but only with the officers and employees (its "Representatives") who genuinely need the information to carry out the discussions. Before giving them access, the Recipient must inform them of the agreement and the confidential nature of the information, and each Representative becomes bound by the same terms. The Recipient remains responsible for keeping the information secure.
What happens if the Recipient is legally required to disclose the information?
If a law, court order, regulator or stock exchange compels disclosure, the Recipient must give the Discloser prompt advance notice — as early as reasonably possible; so the Discloser can seek a protective order or other relief. If protection can't be obtained, the Recipient may disclose only the specific portion it is legally required to disclose.
Is a one-way NDA legally binding?
Yes; once both parties sign, it is a binding contract. This template includes the essential elements: identified parties, a defined purpose, confidentiality obligations, a term, governing law and jurisdiction. Enforceability still depends on your local laws and how the agreement is used, so for high-stakes matters have it reviewed by a qualified lawyer.
Does signing an NDA commit us to a deal?
No. This template makes clear that the NDA does not oblige either party to go ahead with any transaction or to continue negotiations. It only governs how confidential information is handled; a binding business deal exists only once separate, definitive documents are signed by both parties.
Which law governs this NDA?
You choose. The template is jurisdiction-agnostic; you set the governing law and the courts that have jurisdiction, so you can tailor the same NDA to your country or wherever the parties are based.
How do I create and download my one-way NDA?
Open the template, click Generate, and answer the guided questions about the Discloser, the Recipient, the purpose, the confidentiality period and the governing law. Your details are merged into the agreement automatically, and you can review and download the finished NDA as a PDF or Word document, ready to sign.
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