One way Non Disclosure agreement for discussion of business relationship. It imposes a unilateral obligation of confidentiality on the party who receives the information. This is drafted in favour of the Disclosee.
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.
In consideration of the disclosure of the Information, the Disclosee undertakes in relation to the Information:
(a) to maintain the confidentiality of the Information and to use it exclusively for the Purpose and for no other purpose;
(b) not to copy, reproduce or reduce to writing any part of the Information except as may be reasonably necessary for the Purpose; and
(c) not to use, reproduce, transform, or store any of the Information in an externally accessible computer or electronic information retrieval system or transmit it except on a need to know basis.
The Discloser reserves all rights in its Information and no rights or obligations other than those expressly granted are to be implied from this Agreement. In particular, no licence is granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right now or in the future held, made or obtained by the Discloser prior to or after the date of this Agreement whether or not contained in the Information. The parties agree that the Information does not purport to be all-inclusive and that no representation or warranty is made as to its accuracy, reliability or completeness. Accordingly, none of the Discloser, its Associates or Representatives will have any liability to the Disclosee or any other person resulting from the use of the Information by the Disclosee and/or them, nor incur any obligation to provide further Information, to update Information nor to correct any inaccuracies in it. This clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation. Save as expressly set out in this Agreement, none of the Discloser, its Associates or Representatives shall owe any duty of care to the Disclosee or any other person. Nothing in this Agreement or its operation shall constitute an obligation on either party to enter into the business relationship contemplated by the Purpose.
Non Disclosure Agreement,