Non-Disclosure Agreement (Unilateral)

Non-Disclosure Agreement (Unilateral)


This agreement should be used in situations where two parties wish to discuss e.g. the prospect of working together at some point in the future and as a result of this, one of the parties will be disclosing confidential information relating to it and its business to the other recipient party.

This agreement sets out the understanding that the recipient party will not use the disclosing party’s confidential information unlawfully to their own benefit. It also makes clear that the recipient shall not divulge any sensitive/ commercial information about the other to a third party during the Term when the obligations of confidentiality subsist.

Note that a Non-Disclosure Agreement (otherwise known as an NDA) is merely a pre-cursor to a main agreement (e.g. a Services Agreement (Order Form and Basic Terms)) and merely protects confidential information (however that may be defined therein) and does not represent anything more than this. However, it is essential especially where discussions and disclosures are of a confidential nature and do NOT progress in to a working and contractual relationship thereafter for whatever reason.


You should consider the following:

  • How long you want this agreement to have effect? i.e. for how long do you want the recipient party to be subject to the confidentiality obligations?
  • What do you want to include within the definition of ‘Confidential Information’? This could apply to software packages or other forms of data used by the companies as well as other potentially share or market sensitive information (for example profit and loss projections or plans for expansion).
  • What contingency arrangements would you need to have in place to protect this information if one party breaches their confidentiality obligations under the agreement?
  • Are there any exceptional situations in respect of which the confidentiality obligations described in the agreement would not apply? Remember there may be situations in which you are legally obliged to provide details of this agreement.

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