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

Definitions: definitions.
Term: commencement of term; end of term.
Consideration: consideration benefiting second party.
Recipient
confidentiality obligations:
Recipient
confidentiality undertaking; disclosure of confidential information by
Recipient
to certain persons; exceptions to
Recipient
confidentiality obligations; disclosures of first party confidential information mandated by law etc;
Recipient
to stop using confidential information upon termination;
Recipient
to delete confidential information following termination;
Recipient
confidentiality obligations after termination.
Recipient
publicity obligations: no public disclosures by
Recipient
; permitted public disclosures by
Recipient
.
Intellectual property rights: no assignment of first party intellectual property rights; no licence or limited licence to use
Disclosor
confidential information.
Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
Termination: termination by either party at will.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
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.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

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Version	2.2
First published	1 Sep 2016
Last updated	6 Jan 2023
Law	English law and EU law
Language	English (UK)
^†Word count	2,695
^†Template pages	6

† These figures are approximations.

Privacy law Law of confidence Agreement

Non-disclosure agreements

	Free licence	Standard licence	Extended licence	Professional licence
Number of document instances	1	1	5	25
Number of websites or digital products	1	1	5	25
Sub-licences permitted	None	1	5	25
Document licence period	No expiry	No expiry	No expiry	No expiry
Credit for Docular	Yes	No	No	No

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Non-disclosure agreement (unilateral, premium)

Non-disclosure agreement (unilateral, premium) contents

Non-disclosure agreements

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