Unilateral Non-Disclosure Agreement (Standard NDA)

Unilateral Non-Disclosure Agreement (Standard NDA): a practical guide

A Unilateral Non-Disclosure Agreement is a document for one side to share information with another side under agreed confidentiality terms. It records what information is covered, how the receiving side may use it, and who may see it.

What it's for

People use this document when one person or company needs to share nonpublic information for a defined discussion or project, and the other side is expected to keep it confidential. For example, the parties may be considering a business arrangement, reviewing a proposal, or discussing work that requires access to private plans or materials.

The parties should describe the purpose of sharing the information and set clear limits on its use. An NDA does not automatically transfer ownership of information or grant permission to use it beyond the agreed purpose. Write any intended permissions or restrictions clearly.

Use a mutual NDA when both sides expect to share confidential information. A unilateral NDA fits a situation where one side is disclosing information and the other side is receiving it, even if either side includes several people.

Who uses it

• A small business sharing a product plan with a potential supplier.
• A consultant receiving private business information to assess a project.
• A freelancer reviewing materials before preparing a proposal.
• A person or company discussing a possible investment or commercial arrangement.
• A creative professional receiving unreleased materials for a project.

Terms to decide on

Confidential information

Describe the kinds of information covered, such as plans, pricing, customer details, designs, or files. Be clear enough that both sides can recognize covered information, including information shared in conversations or demonstrations if that is intended.

Purpose of disclosure

State the specific discussion, evaluation, or work for which the information may be used. Avoid a broad phrase like “business purposes” if the parties can name the activity more precisely.

Information not covered

Decide how to treat information that is already public, already known to the receiving side, or obtained independently without a confidentiality duty. Explain what records or other proof may be used to show that an exclusion applies.

Permitted representatives

Identify which employees, advisers, contractors, or other representatives may need access. State that access is limited to people who need the information for the stated purpose and explain the receiving side’s responsibility for sharing it with them.

Safeguards and further disclosure

Describe reasonable steps for protecting the information and whether the receiving side may make copies or share it further. If a disclosure may be required by a local rule or authority, state how the parties should handle that situation, subject to applicable rules.

Survival term and end of access

Decide how long confidentiality duties continue after information is shared or discussions end. Also explain when access should stop and whether information or copies must be returned or deleted, while accounting for copies that cannot reasonably be removed.

Additional terms

Add any document-specific limits or procedures the parties need, such as how to identify especially sensitive material or whom to contact about a suspected disclosure. Use Additional Terms & Provisions for clearly worded details that the standard terms do not cover.

Common mistakes

• Using a vague description such as “all information” without identifying the subject or type of information. The parties may later disagree about what they meant to protect.
• Leaving the permitted purpose so broad that it does not meaningfully limit use. Tie the permission to the actual discussion or project.
• Forgetting that representatives may need access, or failing to set limits on their access and handling of the information.
• Setting a duration without considering how long the information is expected to remain sensitive. Make the chosen period clear and practical for the information being shared.
• Treating an NDA as a substitute for an agreement about payment, deliverables, ownership, or project responsibilities. Those subjects may need separate written terms.
• Assuming every conversation or item is automatically covered. Mark or identify sensitive information where practical and clarify how oral or visual disclosures are treated.

Before you sign

• Confirm which side is disclosing information and which side is receiving it.
• Check the names and addresses of each person or company and confirm who has authority to sign.
• Read the purpose and information description from the receiving side’s point of view.
• Make sure permitted representatives and further sharing are described clearly.
• Check the duration and any return or deletion steps against the information being shared.
• Add any specific limits or procedures the parties have agreed to in writing.
• Check local rules for signing, witnesses, notarization, registration, notice periods, or required wording where the document will be used, or ask a qualified lawyer if much is at stake.