Unilateral NDA Template — What It Is & What to Include
When you share sensitive business information with someone else — a potential partner, a vendor, a contractor, an investor — a Unilateral Non-Disclosure Agreement protects that information. Unlike a mutual NDA, this version flows in one direction: only one party is sharing, and only one party is bound to keep it confidential.
What Is a Unilateral Non-Disclosure Agreement?
A Unilateral Non-Disclosure Agreement (also called a one-way NDA) is a contract in which one party (the disclosing party) shares confidential information with another party (the receiving party), and the receiving party agrees to keep that information confidential and use it only for the specified purpose.
It is the right structure when the information sharing is not reciprocal — when you are sharing, and the other party is not.
When Do You Need One?
You need a Unilateral NDA when:
- You are sharing proprietary business information with a potential partner, investor, or acquirer before a deal is finalized
- You are engaging a contractor or vendor who will have access to confidential information about your business
- You are discussing your product, technology, or business model with someone outside your company before any formal agreement is in place
- You are hiring employees or consultants who will be exposed to trade secrets or sensitive business information
The unilateral NDA is appropriate when you are the one disclosing. If both parties will be sharing confidential information, a Mutual NDA is the right choice.
What Should a Unilateral NDA Include?
1. Definition of Confidential Information
Define what counts as confidential — trade secrets, business plans, financial information, customer data, technical specifications, product roadmaps, and any other non-public information. A well-drafted definition is broad enough to cover what you actually need to protect.
2. Exclusions from Confidential Information
Standard exclusions include information that is already publicly known, independently developed by the receiving party, or disclosed with your permission. These exclusions are standard and reasonable.
3. Obligations of the Receiving Party
The receiving party agrees to: keep the information confidential, not disclose it to third parties without permission, use it only for the stated purpose, and take reasonable steps to protect it from unauthorized disclosure.
4. Permitted Disclosures
Define circumstances where disclosure is permitted — to employees or advisors who need to know, or when required by law or court order (with notice obligations to you where possible).
5. Term
Specify how long the confidentiality obligation lasts. NDAs commonly run two to five years, though some trade secret protections can extend longer. Be realistic — courts sometimes scrutinize perpetual confidentiality obligations.
6. Return or Destruction of Information
Require the receiving party to return or destroy confidential information at the end of the relationship or upon your request.
7. No License Granted
Clarify that sharing confidential information does not grant the receiving party any license to use your IP. This matters if your confidential information includes proprietary technology.
8. Remedies
Acknowledge that a breach of the NDA would cause irreparable harm and that you are entitled to seek injunctive relief — not just monetary damages — in the event of a breach.
9. Governing Law
Specify which state's law governs the agreement.
Common Mistakes Founders Make
Being too narrow in the definition of confidential information. If your definition is too specific, information you assumed was protected may fall outside it. Err on the side of breadth, balanced against the exclusions.
Not specifying the purpose. A receiving party should only use confidential information for a defined purpose. Without this, you've given them a broad right to use what you shared.
Using an NDA as a substitute for judgment. An NDA is a legal tool, not a guarantee. Be thoughtful about who you share information with and how much you disclose before trust is established.
Not keeping a record of what was shared. In a dispute, you may need to prove what confidential information was disclosed, when, and under what circumstances. Document your disclosures.
Why This Matters for Founders
Confidential information is frequently shared before formal agreements are in place — in investor meetings, vendor discussions, and partnership conversations. An NDA establishes the legal framework for those conversations, creates accountability, and signals that you take your proprietary information seriously.
Get a Lawyer-Drafted Contract Without the Lawyer Bill
Unilateral NDAs drafted by attorneys typically cost $500–$1,500. TalkingTree gives you the same quality without the invoice.
TalkingTree's Unilateral NDA template was built by experienced business attorneys and is available through the Contract Studio. Customize it, fill it out, and send it for signature — all in one platform.
- Business membership ($59.99/mo): Full access to the Contract Studio and a library of 100+ attorney-drafted templates, plus limited e-signature included. One contract alone covers the cost of your first month.
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This page is for informational purposes only and does not constitute legal advice. For advice specific to your situation, consult a licensed attorney.