Unilateral NDA Template

Updated: Nov 3, 2026

One-Way vs Two-Way NDA

A one-way NDA protects information that flows from one party to the other, while a two-way NDA, also called a mutual NDA, protects information that both parties share with each other.

The choice depends on who is handing over secrets. If only you reveal plans or data, a one-way (unilateral) agreement fits. If both sides open their books, a mutual agreement binds each of them to the same promises.

Mutual vs unilateral NDA: which one to pick

A mutual NDA suits deals where both sides need the other's private details to move forward, such as a merger talk, a partnership or a joint venture. A unilateral NDA is shorter and easier to agree on, because only one side takes on duties.

Picking a one-way form when both sides will share leaves the second party's information outside the agreement. When in doubt about the direction, list what each side plans to show before the first meeting.

What a three-way NDA adds

A three-way NDA, also called a multilateral NDA, is one agreement that covers three or more parties at once instead of separate two-party contracts. It names every party, says who may share with whom, and sets one set of duties for all of them.

When to Use a One-Way NDA

A one-way NDA fits any deal where only one side reveals confidential information and the other side only receives it. Use it before the first meeting, call or data transfer where your private details change hands.

Common cases include:

• Sharing a business plan with potential investors or financing sources
• Hiring a third party to manage data
• Getting business advice from an outside expert
• Working with a contractor or consultant who will see private business details
• Showing an invention, a recipe or a product design to a possible manufacturer
• Letting a possible buyer review the finances of a business you plan to sell

Business plan non-disclosure agreement

A business plan NDA is a one-way NDA that a founder asks a reader to sign before seeing the plan, its numbers and its customer list. Describe the plan by name and version in the agreement so both sides know exactly which document it covers.

Non-disclosure agreement for a personal relationship

A one-way NDA can also cover private matters between individuals, such as a family member who handles another person's finances or a friend who sees an unpublished manuscript. Keep the description of the protected information specific, and use the same clauses as a business NDA.

Why put it in writing

A signed one-way NDA defines what the confidential information is and what the receiving party agrees to do with it. It also sets out what happens after a breach, so neither side has to guess later what was promised.

Without a written agreement, it is hard to show which details were shared in confidence and on what terms.

Confidential Information and Trade Secrets

Confidential information in a one-way NDA is any private detail the disclosing party chooses to protect, from financial reports and customer lists to formulas, source code and product designs. Some of it may become public later; the agreement says what happens then.

Trade secrets are the most valuable part of that information. Under 18 U.S.C. § 1839(3), financial, business, scientific, technical, economic or engineering information of any form is a trade secret only if its owner has taken reasonable measures to keep it secret and it gets independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from its disclosure or use.

An NDA puts in writing who may see the information and how they may use it, which documents the steps you took to keep it private.

Whistleblower immunity notice for employees and contractors

Under 18 U.S.C. § 1833(b), an employer shall give notice of whistleblower immunity in any agreement with an employee that governs trade secrets or other confidential information.

• Under 18 U.S.C. § 1833(b), the term employee includes any individual performing work as a contractor or consultant for the employer.
• Under 18 U.S.C. § 1833(b), an employer meets the notice rule by cross-referencing a policy document, given to the employee, that sets out its reporting policy for a suspected violation of law.
• Under 18 U.S.C. § 1833(b), an employer that does not give the notice may not be awarded exemplary damages or attorney fees under 18 U.S.C. § 1836(b)(3)(C) or (D) in an action against an employee to whom notice was not provided.
• Under 18 U.S.C. § 1833(b), the notice rule applies only to agreements entered into or updated after this subsection was enacted.

The notice concerns the immunity itself: under 18 U.S.C. § 1833(b), an individual is not held liable under any Federal or State trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a lawsuit document filed under seal.

A one-way NDA with an investor, a buyer or a friend has no employee on the receiving side, so this notice is not part of those agreements.

What to Include in a Unilateral Non-Disclosure Agreement

A unilateral non-disclosure agreement includes the parties, a definition of confidential information, the exclusions, the receiving party's duties, the term, and the standard closing clauses. Each part below answers one question the signers will ask.

• Parties. The full name and address of the disclosing party and the receiving party, with the role of each.
• Confidential Information. What the disclosing party will reveal, described by type, such as financial reports, business plans or product designs. The agreement may also say whether spoken information counts or only material marked confidential.
• Exclusions. Information the receiving party is free to use: details that were public at the time of disclosure, known to the receiving party before, or learned from someone else without a duty of confidence.
• Obligations. The receiving party agrees to keep the information confidential, to use it only for the stated purpose, and not to use it for personal profit or benefit.
• Return or destruction. What the receiving party does with copies and notes when the deal ends or the disclosing party asks.
• Term. How long the duty lasts: until a set date, until a written release, or until the information stops being confidential. Pick a period that covers how long the information keeps its value.
• Relationships. A line saying the agreement creates no partnership, employment or agency between the parties.
• Severability. This section of the unilateral NDA stipulates that if one aspect of the NDA is deemed by a court to be unenforceable, the rest of the contract remains in place.
• Integration. The signed text is the whole agreement, and earlier promises about the same subject do not count.
• Waiver. A delay in complaining about a breach does not give up the right to complain later.
• Injunctive Relief. This section covers if the NDA was broken, you can request the court to have the receiving party stop using your information.
• Indemnity. An optional clause that makes the receiving party pay the disclosing party's losses from a breach, from lost profits to the cost of the dispute. Receiving parties often push back on it, so expect to negotiate it.
• Governing Law. This names the jurisdiction whose rules are used to read and enforce the agreement. Where a dispute is heard is a separate choice, set by a forum or venue clause if you want one.
• Successors and Assigns. This section makes the agreement binding on, and enforceable by, each party's successors (for example, a company that takes a party over by merger) and permitted assigns.
• Signatures. Each party, or a person with authority to sign for a company, signs and dates the agreement.

Clear wording in each clause tells both parties what they are agreeing to and leaves less room for a dispute about what was promised.

One-Page NDA Example

A one-page NDA example shows the core clauses of a one-way agreement in plain words. The names, dates and terms below are made up to show the format; replace every one with your own.

A real one-way NDA usually adds the closing clauses from the list above. The FormsPal template includes them and lets you edit the wording before you sign.

How to Fill Out and Sign a One-Way NDA

To fill out a one-way NDA, name both parties, describe the confidential information, set the term and the purpose, then sign and date it before any information changes hands. Select Create My Document at the top of the page and work through these steps.

1. Name the disclosing party and the receiving party. Check that each name matches the ID of the person or company it stands for.
2. Describe the confidential information in plain words, such as business plans, financial information, or other trade secrets.
3. Write the purpose: the one deal, project or review the information is shared for.
4. Choose when the agreement ends, either on a date or when a set condition is met.
5. Pick the state to name in the agreement.
6. If the receiving party is your employee, contractor or consultant, add the immunity notice described above under 18 U.S.C. § 1833(b).
7. Read the finished document with the other side before anyone signs.
8. Sign and date it, then download or print a copy for each party and keep it with your business records.

After signing, share only what the agreement describes, mark documents as confidential when you send them, and keep a list of what you handed over and when.

Red Flags to Check Before You Sign

The main red flags in an NDA are a vague definition of confidential information, no exclusions, no end date, and duties that reach further than the deal itself. Read for these before either side signs:

• Confidential information defined as "all information" with no list of types
• No exclusions for public or already known information
• No term, so the duty never ends
• A purpose so broad that it covers unrelated work
• An indemnity clause that makes one side pay every cost of any dispute
• A one-way form used when both sides will share secrets
• Terms that limit your own work in your field, beyond keeping the secrets

Frequently Asked Questions

What is a unilateral NDA?

A unilateral NDA, also called a one-way NDA, is a confidentiality agreement where one party shares private information with another party. The party that shares it is the disclosing party, and the party that gets it is the receiving party.

Is a one-way confidentiality agreement the same as a one-way NDA?

Yes, a one-way confidentiality agreement and a one-way NDA are two names for the same kind of contract. Both bind the receiving party to keep the disclosing party's information private; the title on the page does not change how it works.

When should I use a unilateral NDA instead of a mutual one?

Use a unilateral NDA when you are the only one sharing private details, for example when you hire a third party to manage data or meet with investors.

What information can a unilateral NDA cover?

A unilateral NDA can cover any private detail you name in it, such as:

• Financial information
• Business plans
• Customer and supplier lists
• Other trade secrets

A short, clear list of what you consider confidential helps both sides stay on the same page.

Can I tell people that I signed an NDA?

Whether you can mention the NDA itself depends on its wording, because some agreements list the existence of the agreement as confidential information too. Read that definition before you talk about it.

What happens if the receiving party breaks the NDA?

The remedies, injunctive relief and indemnity clauses of the NDA set out what the disclosing party can ask for after a breach, such as an order to stop using the information or payment for losses.

Where the information is also a trade secret, a trade secret act adds remedies of its own. In California, actual or threatened misappropriation may be enjoined (Cal. Civ. Code § 3426.2).

A California complainant may recover damages for the actual loss caused by misappropriation and for unjust enrichment not taken into account in computing that loss (Cal. Civ. Code § 3426.3).

A California action for misappropriation must be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered (Cal. Civ. Code § 3426.6).

Outside California, check the trade secret act of the jurisdiction named in your agreement before relying on these rules.

Can I create a unilateral NDA online?

Yes. Select Create My Document at the top of the page, answer a few simple questions, and save your progress or finish on any device. You can then download and print the agreement.

General information, not legal or tax advice.

Jennifer M. Settles

Author & Attorney

With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.