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Non-disclosure agreement (unilateral, premium)

This is a premium one-way NDA (non-disclosure 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, the premium NDA 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 the NDA 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 limited 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 NDA includes provisions (absent from the standard non disclosure agreement) containing more detailed non disclosure undertakings obligations and an indemnity benefiting the disclosor. It also includes a publicity clause, a data protection clause, an intellectual property rights clause and a formal notice 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
    's confidentiality obligations:
    second party confidentiality undertaking; disclosure of confidential information by second party to certain persons; exceptions to second party's confidentiality obligations; disclosures of first party confidential information mandated by law etc; second party to stop using confidential information upon termination; second party to return or destroy confidential information following termination; second party confidentiality obligations after termination.
  5. Recipient
    's publicity obligations:
    no public disclosures by second party; permitted public disclosures by second party.
  6. Intellectual property rights: no assignment of first party intellectual property rights; no licence or limited licence to use first party confidential information.
  7. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  8. Recipient
     indemnity:
    second party indemnifies first party upon breach.
  9. Data protection: warranty of first party's right to disclose personal data; personal data processing undertakings by second party.
  10. Termination: termination by either party at will.
  11. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  12. 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.
  13. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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