Narrative. A one-way NDA is appropriate when only one side will disclose confidential information — for example, when a company receives a pitch from a vendor or is evaluating a potential acquisition target. Making it one-way (instead of mutual) is a deliberate drafting move: it gives the disclosing party stronger protections (no reciprocal obligations, no incidental information from the recipient to worry about) and avoids accidentally burdening the recipient with obligations it doesn’t need. Big-law practice uses this form when the company is the recipient (“inbound”) and wants minimum obligations, and flips the sides when the company is the discloser (“outbound”). Keep the term fixed (2–5 years), tie the use restriction to a narrow Purpose, and carve out residuals carefully.

THIS NON-DISCLOSURE AGREEMENT (this “Agreement“) is entered into as of [DATE] (the “Effective Date“) by and between [DISCLOSING PARTY NAME] (“Discloser“) and [COMPANY NAME], Inc. (“Recipient“).

1. Purpose

Discloser may disclose to Recipient certain non-public information in connection with [DESCRIPTION OF PURPOSE] (the “Purpose“). This Agreement governs Recipient’s use and protection of such information.

2. Confidential Information

“Confidential Information” means any non-public information disclosed by Discloser to Recipient, whether orally, in writing, or by inspection, that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of Recipient; (b) was known to Recipient prior to disclosure; (c) is rightfully received from a third party without an obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Confidential Information.

3. Obligations of Recipient

Recipient shall: (a) use Confidential Information solely for the Purpose; (b) protect Confidential Information with at least reasonable care; (c) limit disclosure of Confidential Information to those of its employees, contractors, and professional advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those herein; and (d) not use Confidential Information to reverse engineer or develop competing products.

4. Compelled Disclosure

If Recipient is required by law to disclose Confidential Information, it shall, to the extent legally permitted, provide Discloser with prompt notice so that Discloser may seek a protective order, and shall disclose only the portion of Confidential Information legally required.

5. No License; No Obligation to Proceed

No license under any intellectual property right is granted by this Agreement. Nothing herein obligates either party to enter into any further business relationship.

6. Term; Return of Information

This Agreement remains in effect for [two (2) / three (3)] years from the Effective Date. The confidentiality obligations survive for [three (3) / five (5)] years following disclosure, and indefinitely for trade secrets. Upon Discloser’s written request or termination, Recipient shall promptly return or destroy Confidential Information, except for archival copies retained solely for legal compliance and electronic backups created in the ordinary course.

7. Remedies

Recipient acknowledges that breach may cause Discloser irreparable harm for which monetary damages are inadequate, and Discloser shall be entitled to injunctive relief without posting bond, in addition to any other remedies at law or in equity.

8. Governing Law; Venue

This Agreement is governed by the laws of the State of [Delaware / Florida]. The parties consent to the exclusive jurisdiction of state and federal courts located in [COUNTY, STATE].

9. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, may be amended only in a writing signed by both parties, is binding on successors and permitted assigns, and may be executed in counterparts including by electronic signature.

---

DISCLOSER: RECIPIENT: [DISCLOSING PARTY NAME] [COMPANY NAME], Inc.

By: _______________________ By: _______________________ Name: [NAME] Name: [NAME] Title: [TITLE] Title: [TITLE]

---

This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.