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

One way Non Disclosure agreement for Discloser to reveal detail of the Transaction to the Disclosee. It imposes a unilateral obligation of confidentiality on the party who receives the information. This is drafted in neutral form.

The Disclosee have expressed an interest in the Transaction. The Discloser are prepared to make available to the Disclosee certain confidential information about the Transaction. As agent for Principal, the Discloser is prepared to make available to you certain confidential information about the Information. This Agreement relates to information at any time and from time to time supplied by the Discloser or by the Principal or by any of its Connected Persons orally, in writing or in any other form to the Disclosee or its Representatives in connection with the Transaction.

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.

To maintain the confidentiality of the disclosed Information the Disclosee shall: not disclose the Information to anyone other than to its Representatives who, in the reasonable opinion of the Discloser need access to it for the Purpose ("Approved Representatives"), and only to the extent that they need that access, on the terms of this Agreement and on the basis that they themselves will not disclose, copy, reproduce or distribute it to any person who is not an Approved Representative; keep separate all Information from all documents and other records of the receiving party; apply to the Information no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which the receiving party warrants as providing adequate protection from unauthorised disclosure, copying or use.

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.