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One-Way Non-Disclosure Agreement (NDA)

A unilateral NDA for when only one side shares confidential information with the other — e.g. a client briefing a freelancer on sensitive project details.

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Free general-purpose template, not legal advice. Fill in the placeholders and consider having a lawyer review it before you rely on it.

1. Parties

This One-Way Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date], by and between [Disclosing Party Name], located at [Disclosing Party Address] ("Disclosing Party"), and [Receiving Party Name], located at [Receiving Party Address] ("Receiving Party").

2. Purpose

Disclosing Party wishes to share certain confidential information with Receiving Party in connection with [Purpose of Disclosure] (the "Purpose"), and Receiving Party agrees to protect that information as set out below.

3. Confidential Information

"Confidential Information" means any non-public information disclosed by Disclosing Party to Receiving Party, whether oral, written, or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Receiving Party; (b) was rightfully known to Receiving Party before disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by Receiving Party without use of the Confidential Information.

5. Obligations of Receiving Party

Receiving Party shall: (a) hold the Confidential Information in strict confidence; (b) not disclose it to any third party without Disclosing Party’s prior written consent; (c) use it solely to evaluate or pursue the Purpose; and (d) protect it with at least a reasonable degree of care.

6. Term

This Agreement remains in effect for [Term, e.g. 2 years] from the Effective Date. The confidentiality obligations survive for [Survival Period, e.g. 3 years] after termination or expiration.

7. Return of Materials

Upon Disclosing Party’s written request, Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information.

8. Governing Law

This Agreement is governed by the laws of the State of [State / Jurisdiction], without regard to its conflict-of-laws principles.

9. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Disclosing Party Signature: _______________________ Date: _______________

Receiving Party Signature: _______________________ Date: _______________

Frequently asked questions

Yes — free to download, no account needed, and no cap on how many times you use it across different disclosures.

The thing that distinguishes this from a mutual NDA is that only the Receiving Party has obligations — the Disclosing Party isn't restricted at all, since they're the only one sharing sensitive information. Make sure that actually matches your situation: if information might flow both directions at any point (for example, the receiving party shares feedback that includes their own confidential details), a one-way NDA won't cover that, and you'd need the mutual version instead.

At minimum: a clear definition of what counts as Confidential Information, standard exclusions (public knowledge, independently developed, or already known), the receiving party's obligations for handling it, a term and survival period, and a return-of-materials clause. Since only one side is disclosing, double-check the Disclosing/Receiving Party roles are filled in correctly — swapping them by mistake is the most common error with this template.

Yes. Fill in the Disclosing and Receiving Party names, the purpose, and the term in any PDF editor — or click "Sign this online for free" to load it into SignFastAi and edit it there before sending.

This page gives you the one-way NDA document itself, ready to fill in. SignFastAi's core product is what gets it signed: upload the completed NDA, place signature fields for both parties, and send a secure link for each side to sign.

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