One-way non-disclosure agreement template
A one-way non-disclosure agreement protects information that only one side shares, such as a business showing its accounts to a possible investor or partner. Only the recipient makes promises: to use the information just for the stated purpose and to keep it confidential for the agreed period.
Adapted from Intellectual Property Office (6 April 2017). Contains public sector information licensed under the Open Government Licence v3.0.
What changes each time
12 values. Everything else is your wording, kept exactly.
The parties
- Recipient company
- Recipient company number
- Recipient registered office
- Discloser company
- Discloser company number
- Discloser registered office
The purpose and term
- Purpose of the disclosure
- What is being evaluated
- How long the undertakings last
- Number of years
Signing
- Recipient's signing director
- Agreement date
The rules it usually needs
Written in plain English when the template is set up.
- One of several wordings
“Purpose: either evaluation only, or evaluation and negotiation.”
The investor wanted to negotiate terms if the numbers worked, so clause 1 covers evaluating and negotiating.
- One of several wordings
“How long the undertakings last: a fixed number of years, or indefinitely.”
The discloser asked for five years, so clause 9 reads "for 5 years from the date of this Agreement".
- The AI decides from the paperwork
“Include the professional advisers clause only when the recipient will share the information with its advisers.”
Both emails say the investor's accountants, Pell & Morrow, will see the accounts, so clause 4 was included, with that reason shown.
One worked example, start to finish
The one-way non-disclosure agreement in DocuWeave, from upload to approval.
1The document uploaded
The IPO's example one-way NDA, a PDF, uploaded as it is.
- 2
The template it became
It found 12 sections and 18 values, and asked 5 questions before publishing. The advisers clause is left to the AI to decide.
3The paperwork dropped in
The investor's enquiry email, the company's reply and its company details.
4What was found, with sources
13 of 13 values filled from the paperwork, each with the passage it came from.
5What it asked
9 things for a person, each where the files disagreed: which company is the recipient and which the discloser, the purpose, and who signs.
6The approved output
Approved, with Word and PDF downloads.
A free one-way non-disclosure agreement to download
- One-way NDA, filled with fictional details (Word)
- One-way NDA, filled with fictional details (PDF)
Use it as it is, or upload it to DocuWeave and make it a template.
DocuWeave is not a law firm. A general template for common situations in England and Wales. It is not tailored to you and we do not update it when the law changes, so check it suits your situation before you use it. Terms.
Adapted from Intellectual Property Office (6 April 2017). Contains public sector information licensed under the Open Government Licence v3.0.
Questions people ask
When should I use a one-way NDA rather than a mutual one?
When only your business is sharing confidential information, for example with a possible investor, buyer or supplier. If both sides will share, a mutual NDA binds both.
Who signs a one-way NDA?
The recipient, because only the recipient takes on obligations. This version is signed by the recipient as a deed, by a director in the presence of a witness.
Can the recipient show the information to its accountants or lawyers?
Only if the agreement allows it. This template adds a professional advisers clause when the recipient will need to share the information with its advisers.
What information is not covered by an NDA?
Information that is already public, or that the recipient already knew without any duty of confidence, falls outside it, and nothing in it prevents a disclosure the law requires.
Can I use my own NDA instead?
Yes. Upload your own Word or PDF version and DocuWeave turns it into a template in your wording.
Use this template
It opens in DocuWeave as a template you can check, change and publish. Nothing is used until you do.