One-Way (Unilateral) Non-Disclosure Agreement

This Non-Disclosure Agreement (“Agreement”) is made on [DATE] between [DISCLOSING PARTY NAME] (“Disclosing Party”), of [ADDRESS], and [RECEIVING PARTY NAME] (“Receiving Party”), of [ADDRESS].

1. Purpose. The Disclosing Party wishes to disclose certain confidential information to the Receiving Party for the purpose of [PURPOSE].

2. Confidential Information. “Confidential Information” means all non-public information disclosed by the Disclosing Party, in any form, that is marked confidential or would reasonably be understood to be confidential.

3. Exclusions. Confidential Information does not include information that is public through no fault of the Receiving Party, already lawfully known to the Receiving Party, independently developed, or lawfully obtained from a third party without restriction.

4. Obligations. The Receiving Party shall use the Confidential Information only for the Purpose, protect it with reasonable care, and not disclose it to any third party without the Disclosing Party’s prior written consent.

5. Term. The Receiving Party’s obligations continue for [NUMBER] years from the date of disclosure.

6. Return of Materials. On request, the Receiving Party shall return or destroy all Confidential Information.

7. No License. No intellectual-property rights are granted except the limited right to use the Confidential Information for the Purpose.

8. Governing Law. This Agreement is governed by the laws of [GOVERNING LAW / JURISDICTION].

9. Entire Agreement. This is the entire agreement between the Parties on this subject.

Disclosing Party: __________________ Name: [NAME] Date: ________ Receiving Party: __________________ Name: [NAME] Date: ________