One-way Non Disclosure agreement (NDA) / confidentiality agreement for discussion of the business relationship between the Discloser and the Disclosee. It imposes a unilateral obligation of confidentiality on the party who receives the information. This is drafted in neutral form.
The Discloser is the beneficial owner of certain confidential information. The Discloser wishes to disclose its confidential information in order that the Disclosee may evaluate that information subject to the terms and conditions of this Agreement for the purpose of determining its interest in establishing a business relationship with the Discloser.
To maintain the confidentiality of the disclosed Information the Disclosee shall:
(a) not disclose the Information to anyone other than to the Representatives of the Disclosee who in the reasonable opinion of the Discloser require access to the information for the Purpose and who are aware of the obligations of confidentiality relating to the Information and are obliged by their contracts of employment or service not to disclose the Information to any third party;
(b) keep separate all Information from all documents and other records of the Disclosee;
(c) apply to the Information no lesser security measures and degree of care than those which the Disclosee applies to its own confidential information and which the Disclosee warrants as providing adequate protection from unauthorised disclosure, copying or use;
(d) ensure that any hard copy document or other records containing Information shall be kept at its premises and shall not remove or allow to be removed such document or other records from its premises without the prior written approval of the Discloser; and
(e) ensure that its Representatives do not contact any Representatives of the Discloser with a view to obtaining information about the Discloser's Group or its business.
To the extent that any Information is stored within a computer system or is stored in machine-readable form, the Disclosee shall ensure that the Information is secured so that access may not be gained and copies may not be made other than in accordance with this Agreement. The Disclosee shall enforce the obligations set out in this clause at its own expense and at the request of the Discloser insofar as any breach of those obligations relates to the unauthorised disclosure of the Information.
The Disclosee shall immediately on the written request of the Discloser return all documents and materials containing the Information or if so required shall at the request of the Discloser destroy all documents and materials containing the Information in its possession or under its custody or control and shall, in addition, take reasonable steps to remove any Information stored within any computer or word processing system whether or not in machine-readable form and certify in writing to the other that all such documents and materials have been destroyed. Notwithstanding the completion of the Purpose or return or destruction of the documents and materials containing the Information, the Disclosee shall continue to be bound by the undertakings set out in this Agreement.
This document should be carefully read by the Discloser and the Disclosee. Both parties should sign and return a copy, and once signed, both parties should get a copy.
This Non-Disclosure Agreement (NDA) may be used when confidential information is disclosed between the discloser and the disclosee, to ensure confidentiality.
To avoid any future disputes, both parties may wish to have their signatures witnessed.
If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.
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