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 short and simple form to procure signing without negotiation. 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.

The Disclosee undertakes to the Discloser that it shall:

(a) keep secret and hold in strictest confidence any Information provided or made available to the Disclosee or to any Representative by or on behalf of the Discloser; and

(b) not use any Information otherwise than for the Purpose.

The undertakings under clause 2 shall not apply to any Information in relation to which the Disclosee can prove by documentary evidence produced to the Discloser that that Information:

(a) was, is or has become lawfully available to the public otherwise than through breach of this Agreement; or

(b) was previously known to and at the free disposal of the Disclosee;

(c) was disclosed to the Disclosee by a third party having the right to make that disclosure; or

(d) is at any time independently developed by the Disclosee without the Discloser’s Information.

The Disclosee shall:

(a) disclose the Information only to Representatives to whom such disclosure is necessary in order to enable the Disclosee to fulfil the Purpose; and

(b) take all reasonable measures to ensure that its Representatives keep secret and treat as confidential all the Information and shall obtain from all its Representatives to whom any of the Information is disclosed an undertaking in favour of the Discloser to keep the Information secret and confidential.

How to use this document?

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.