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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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").
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.
"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.
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.
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.
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.
Upon Disclosing Party’s written request, Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information.
This Agreement is governed by the laws of the State of [State / Jurisdiction], without regard to its conflict-of-laws principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Disclosing Party Signature: _______________________ Date: _______________
Receiving Party Signature: _______________________ Date: _______________
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