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

The NDA / Confidentiality Agreement for Business (One way / Unilateral) is a legal document that is entered into between two parties, namely the discloser and the disclosee. The discloser is the party that owns certain confidential information, while the disclosee is the party that wishes to evaluate that information for the purpose of establishing a business relationship with the discloser. The agreement contains several sections that outline the obligations and responsibilities of both parties.

 

The document begins with an interpretation section, which defines key terms used throughout the agreement. The term 'information' refers to any and all information possessed by the discloser and disclosed to the disclosee. The term 'purpose' refers to the discussions and negotiations between the parties relating to the evaluation or establishment of a business relationship. The term 'representatives' refers to the directors, officers, employees, and consultants of either party, as well as their professional advisors.

 

The next section of the agreement outlines the obligations of confidentiality. The disclosee undertakes to keep the information provided by the discloser confidential and to use it only for the purpose stated in the agreement. This section emphasizes the importance of maintaining the secrecy of the information and restricts its use to the intended purpose.

 

The agreement also includes a provision for excepted information. This section specifies that the obligations of confidentiality do not apply to information that is lawfully available to the public, previously known to the disclosee, disclosed by a third party, or independently developed by the disclosee.

 

To ensure the confidentiality of the information, the agreement includes a section on confidentiality measures. The disclosee is required to disclose the information only to representatives who need to know it for the purpose and to take reasonable measures to ensure that those representatives keep the information confidential.

 

If a term is specified in the agreement, there is a section that states the duration of the obligations. The obligations will terminate after the specified term or upon the termination of discussions with respect to the purpose or the execution of the documents governing the purpose.

 

Finally, the agreement includes a governing law and jurisdiction clause, which specifies the applicable law and jurisdiction for any disputes arising from the agreement. The document is signed by the duly authorized representatives of both parties.

 

Overall, the NDA / Confidentiality Agreement for Business (One way / Unilateral) is a crucial document that protects the confidential information of the discloser and ensures that it is used only for the intended purpose.

How to use this document?

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

1. Understand the purpose: Familiarize yourself with the purpose of the agreement, which is to evaluate the confidential information for the potential establishment of a business relationship.

2. Identify the parties: Clearly identify the discloser and the disclosee by entering their names and principal places of business in the agreement. This ensures that both parties are accurately identified.

3. Define the information: Specify the confidential information that will be disclosed by the discloser to the disclosee. Be precise and comprehensive in describing the information to avoid any misunderstandings.

4. Establish obligations of confidentiality: The disclosee must undertake to keep the information confidential and use it solely for the purpose stated in the agreement. Emphasize the importance of maintaining secrecy and restrict the use of the information.

5. Specify exceptions: Clarify that the obligations of confidentiality do not apply to information that is publicly available, previously known to the disclosee, disclosed by a third party, or independently developed by the disclosee.

6. Implement confidentiality measures: The disclosee should disclose the information only to representatives who need to know it for the purpose. Take reasonable measures to ensure that these representatives keep the information confidential.

7. Determine the term: If applicable, specify the duration of the obligations. This can be a certain number of years or until the termination of discussions or execution of relevant documents.

8. Consider governing law and jurisdiction: Include a clause that states the governing law and jurisdiction for any disputes arising from the agreement. This provides clarity and avoids potential conflicts.

9. Sign the agreement: Ensure that the agreement is signed by the duly authorized representatives of both parties. This signifies their agreement to the terms and conditions.

By following these steps, you can effectively use the NDA / Confidentiality Agreement for Business (One way / Unilateral) to protect confidential information and establish a secure business relationship.