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 to establish a business relationship with the discloser. The agreement is divided into several sections.

Section 1 defines key terms used in the agreement, while Section 2 outlines the obligations of confidentiality, stating that the disclose can only use the information for the purpose listed in the agreement.

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Section 3 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.

Section 4 denotes confidentiality measures, for which 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.

Section 5 addresses the duration of the obligations, which will terminate after the specified term or upon the termination of discussions. Section 6 clarifies that the discloser retains all intellectual property rights such that the disclosee does not have any license to use the discloser's intellectual property.

Finally, the agreement includes a governing law and jurisdiction clause, and 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?

1. Enter the necessary information: Fill in the names and addresses of both parties in the agreement. This ensures that both parties are clearly identified.

2. Understand the purpose: Recognize that the discloser is the owner of confidential information and wishes to disclose it to the disclosee for the purpose of evaluating a potential business relationship.

3. Familiarize yourself with the key terms: Review the interpretation section to understand the definitions of important terms used throughout the agreement, such as 'information,' 'purpose,' and 'representatives.'

4. Comply with confidentiality obligations: Ensure that the disclosee and its subsidiaries keep the disclosed information confidential and only use it for the purpose stated in the agreement.

5. Be aware of exceptions: Understand that certain information may be exempt from the confidentiality obligations, such as publicly available information or information previously known to the disclosee.

6. Implement confidentiality measures: Disclose the information only to necessary representatives and obtain their undertaking to keep the information confidential. Additionally, indemnify the discloser for any harm or loss resulting from a breach of confidentiality.

7. Respect intellectual property rights: Acknowledge that the discloser retains all intellectual property rights and that the disclosee does not receive any license to use the discloser's intellectual property.

8. Consider the term (if applicable): If a term is specified, be aware of the duration of the agreement and its termination conditions.

9. Understand the governing law and jurisdiction: Recognize that the agreement is subject to a specific governing law and jurisdiction for any disputes.

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