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Non-disclosure agreement (unilateral, premium)

This is a premium one-way NDA (non-disclosure agreement or confidentiality agreement) template, designed to protect the confidential information that one person discloses to another. It may be suitable for use in many different circumstances where confidential information is being disclosed. For example, this confidentiality agreement may be used in relation to the disclosure of an invention, a copyright work or a business idea, proposal or plan.

The fundamental obligation under this confidentiality agreement is for the recipient to keep the information disclosed secret. In addition, the recipient may be obliged to only use the information in good faith and for specified purposes. The recipient must also keep the information secure.

In some situations, the recipient may have a right to disclose the information to another person, for instance where it needs to disclose the information to its professional advisers.

This premium confidentiality agreement includes provisions (absent from the standard non-disclosure agreement) containing more detailed non-disclosure undertakings obligations. It also includes basic warranty provisions, a publicity clause and an intellectual property rights clause.

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Non-disclosure agreement (unilateral, premium) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Consideration: consideration benefiting second party.
  4. Recipient
     confidentiality obligations:
    confidentiality undertaking; disclosure of confidential information by
    to certain persons; exceptions to
     confidentiality obligations; disclosures of
    confidential information mandated by law etc;
    to stop using confidential information upon termination;
    to delete confidential information following termination;
    confidentiality obligations after termination.
  5. Recipient
     publicity obligations:
    no public disclosures by
    ; permitted public disclosures by
  6. Intellectual property rights: no assignment of first party intellectual property rights; no licence or limited licence to use
    confidential information.
  7. Warranties: first party warranty of authority;
    warranty of authority; exclusion of implied warranties and representations.
  8. Termination: termination by either party at will.
  9. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  10. Equitable relief: injunctive or other equitable relief.
  11. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
  12. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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