Confidentiality Agreement / NDA [One Way]

*Updated for GDPR*

This one-way Confidentiality Agreement or NDA is used where you providing someone else with information, documents or something else, like an idea, and you want them to keep the information to themselves, and not share it with anyone else or use it in any way that you don’t want it be used. Sometimes that other person may also be sharing information or documents with you that they want you to keep to yourself, and not share it or use it in a way that the person who is providing the information doesn’t want you to. If this is the case, you should use the Confidentiality Agreement / NDA (Mutual).

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Step-by-step guide

Let’s walk you through how to go about drafting a Confidentiality Agreement or NDA.

A confidentiality agreement or NDA is a contract in which someone agrees to keep important information that they are told by another person confidential and not disclose it to someone else or use it in a way that they shouldn’t.

There are two types of Confidentiality Agreement or NDA; a mutual one, where both parties are disclosing information to each other, and a one-way one, where only one party is doing the disclosure. This is the one way NDA. The mutual NDA can be found here.

  1. The first thing you need to do to write your NDA is to set out what the project is that you are protecting. This is the description of the reason that you are providing the information. For example it may be that you are considering doing a joint venture or a distribution agreement, and in order to make that decision one party needs to disclose sensitive information to the other. Whoever is disclosing that information will want to feel it is being protected properly.

  2. Then you need to outline the information that you consider to be confidential. For example, this could be business information or trade secrets or financial data.

  3. The next section outlines how long the agreement lasts – it could be for one year, five years, or the confidentiality requirements could last longer than that. It also sets out what the responsibilities of the party receiving the information are during that time.

  4. It is then important to make clear what the person receiving the information can, and cannot do with the information. It is especially important that you spell out in advance exactly what can be done with this information.

  5. Now, the courts are normally allowed disclosure if that is legally required and there’s no stopping that. But there are is also some information that is already known publicly, and this cannot be classified as confidential.

  6. You should say what happens at the end of the agreement. For example, you might want all your documents back from the other party or they may have to delete them off their computer systems.

  7. You should agree what happens if one of you breaches this agreement. Sometimes it’s enough to be able to sue for financial loss caused by the disclosure – or maybe you want the right to get an injunction, which is an order from the Court preventing any further damaging disclosure.

  8. And you need to make sure that the other side cannot work against the project or against you, for example by using or copying the confidential information, as you wouldn’t want that having disclosed valuable information to them.

  9. The final part outlines some general rules about the information and each other’s rights. Don’t forget to state that the agreement exists under English Law and any disputes can only be brought in the courts of England and Wales. You don’t want to be sued in a foreign country using foreign laws if something goes wrong.

  10. And now this is where you get the option to try out our fantastic e-signing feature at no extra charge and close the agreement in minutes.

Remember, if you come unstuck at any point, our LawBriefs are here to help. Visit our legal advice page to submit an online enquiry or call us on 020 7148 1066.

Best of luck in your SME journey.

Document drafted by:

Clive Rich LawBrief

Clive Rich is a highly experienced entertainment and digital media lawyer, who has also successfully run digital businesses for companies such as Sony and Bertelsmann.

A qualified barrister, he has been a lawyer for almost 30 years and has drafted and crafted contracts for a broad spectrum of multi-nationals, major organisations and brands, including Yahoo, Apple, Napster, SanDisk, Myspace and the BBC.

He has also previously run his own legal practice, Rich Futures Ltd in association with the Top 30 UK law firm, Olswang LLP, representing a variety of technology companies and SMEs.

Clive is a qualified Mediator through the Centre for Effective Dispute Resolution (CEDR) and a qualified Arbitrator through the Central Institute of Arbitration (CIArb) in London.

As a negotiator, he is the author of “The Yes Book: the Art of Better Negotiation”, published by Random House in March 2013. Clive has also designed and successfully launched a negotiation App called “Close My Deal”, enabling people to understand the basis of successful negotiation and apply the skills to everyday scenarios. He has provided negotiating coaching and deal making services to a wide range of large organisations and SMEs. He has also been a board member of a number of digital SMEs.

Clive is a devoted father and husband, but when he is not spending time with his family, he likes to unwind by playing golf or watching a variety of sports (football, rugby, cricket). He's a lifelong Milwall FC fan... but don't hold that against him!