NDA / Confidentiality Agreement for Business (One way / Unilateral)

The NDA / Confidentiality Agreement for Business (One way / Unilateral) is a legal document that establishes a confidential relationship between two parties, the discloser and the disclosee. The document is entered into on the current date and is designed to protect the discloser's confidential information from being disclosed or used by the disclosee for any purpose other than evaluating a potential business relationship.

 

The document begins with an interpretation section, which defines key terms used throughout the agreement. It clarifies that the discloser is the owner of certain confidential information and wishes to disclose it to the disclosee for the purpose of evaluating a business relationship.

 

The obligations of confidentiality are outlined in section 2 of the agreement. The disclosee agrees to maintain the confidentiality of the information and use it exclusively for the purpose stated in the agreement. The disclosee is prohibited from copying, reproducing, or reducing the information to writing, except as necessary for the purpose. The disclosee is also prohibited from using, reproducing, transforming, or storing the information in an externally accessible computer or electronic information retrieval system, except on a need-to-know basis.

 

Section 3 of the agreement covers confidentiality measures. The disclosee is required to keep the information confidential and not disclose it to any third party, except on a need-to-know basis. The disclosee must apply security measures and a degree of care to the information that is no less than what it applies to its own confidential information. The disclosee must also ensure that any information stored within a computer system is secured and access is restricted.

 

The agreement includes provisions for excepted information in section 4. Certain information is exempt from the obligations of confidentiality, such as information that is lawfully available to the public, previously known to the disclosee, disclosed by a third party, or independently developed by the disclosee. If the disclosee is required to disclose the information due to a legal requirement, it is entitled to do so.

 

Section 5 addresses the return of information. Upon request, the disclosee must return all hard copy documents and materials containing the information or destroy them. The disclosee must also remove any information stored within a computer or word processing system or ensure that it is secured to prevent future access or copying.

 

The agreement includes a disclaimer and warranty in section 6. The discloser reserves all rights in its information and does not grant any other rights or obligations. The information is not guaranteed to be accurate, reliable, or complete, and the discloser, its associates, and representatives have no liability for its use. The agreement does not create an obligation for either party to enter into a business relationship.

 

Section 7 covers confidentiality of the agreement itself. Both parties agree to keep the existence and nature of the agreement confidential, and any announcement or circular relating to the agreement must be approved by both parties.

 

The agreement includes provisions for remedies, rights, assignment, and entire agreement in sections 8-11. It also addresses no license, governing law and jurisdiction, notices and service, and no rights under contracts for third parties in sections 12-15.

 

This NDA / Confidentiality Agreement for Business (One way / Unilateral) is a comprehensive document that establishes a strong framework for protecting confidential information and ensuring compliance with confidentiality obligations.

How to use this document?

To use the NDA / Confidentiality Agreement for Business (One way / Unilateral), follow these steps:

1. Review the agreement: Familiarize yourself with the terms and conditions of the agreement, including the obligations of confidentiality and the exceptions.

2. Fill in the parties' information: Enter the names and principal places of business of both parties in the agreement.

3. Determine if a schedule is needed: If there are specific details about the confidential information that need to be included, decide whether to use a schedule to provide additional information.

4. Understand the purpose: Clearly understand the purpose of the agreement, which is to evaluate a potential business relationship between the parties.

5. Maintain confidentiality: As the disclosee, ensure that you maintain the confidentiality of the information disclosed to you and use it exclusively for the purpose stated in the agreement.

6. Limit access to the information: Only disclose the information to individuals who have a need to know and are aware of the obligations of confidentiality.

7. Apply appropriate security measures: Use security measures and a degree of care for the information that are no less than what you apply to your own confidential information.

8. Return or destroy information: Upon request, return all hard copy documents and materials containing the information or destroy them. Remove any information stored within a computer or word processing system.

9. Understand the disclaimer and warranty: Recognize that the information disclosed is not guaranteed to be accurate, reliable, or complete, and that the discloser, its associates, and representatives have no liability for its use.

10. Keep the agreement confidential: Both parties agree to keep the existence and nature of the agreement confidential and seek approval for any announcements or circulars related to the agreement.

By following these steps, you can effectively use the NDA / Confidentiality Agreement for Business (One way / Unilateral) to protect confidential information and comply with the obligations of confidentiality.