Online non-disclosure agreement (unilateral)

This online non-disclosure agreement is intended to be published on a website. It is a unilateral agreement, protecting the confidential information disclosed by publishing organisation - but not the confidential information of other party. The other party can accept the agreement by completing and submitting an acceptance form published on the website, or you can define some alternative acceptance method.

In editing this non-disclosure agreement, you will need to identify the information that is to be protected. By default, this includes "any information disclosed by or on behalf of the Disclosor to the Recipient during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as 'confidential' or should have been understood by the Recipient (acting reasonably) to be confidential".

You will also need to consider which specific obligations will apply in relation to the confidential information. You can choose to either limit or entirely prohibit further disclosures. You can also choose whether the recipient of the confidential information will be subject to a general obligation to act in good faith, and whether the recipient will be prohibited from using the information for any purpose other than the purpose identified in the agreement.

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Online non-disclosure agreement (unilateral) contents

Definitions: definitions.
Term: commencement of term; end of term.
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.
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.

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Online non-disclosure agreement (unilateral) document preview

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Version	1.1
First published	18 Jun 2019
Last updated	10 Jan 2023
Law	English law and EU law
Language	English (UK)
^†Word count	2,159
^†Template pages	5

† These figures are approximations.

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