One-way non-disclosure agreement template

One-way non-disclosure agreement

This Non-Disclosure Agreement (the “Agreement”) is made as of [Effective date] (the “Effective Date”) between:

[Disclosing party legal name], with its principal office at [Disclosing party address] (the “Discloser”); and

[Recipient legal name], of [Recipient address] (the “Recipient”).

Background

The Discloser intends to share certain information with the Recipient so that the Recipient can [Purpose] (the “Purpose”). The Recipient agrees to protect that information on the terms below in exchange for receiving it.

1. Confidential Information

“Confidential Information” means all information disclosed by or for the Discloser to the Recipient, or which the Recipient observes, in connection with the Purpose, whether before or after the Effective Date and in any form, that is not publicly available. It includes business, financial, technical, product, customer, supplier, marketing and personnel information, trade secrets, data, designs, software, know-how, and the existence and terms of any discussions between the parties, together with any notes or analyses the Recipient prepares that contain or reflect it.

2. Exclusions

Confidential Information does not include information that the Recipient can show by written evidence: (a) is or becomes publicly available through no act or omission of the Recipient; (b) was lawfully in the Recipient's possession before disclosure without any duty of confidence; (c) is lawfully received by the Recipient from a third party who is not under a duty of confidence; or (d) is independently developed by the Recipient without using the Confidential Information.

3. Recipient's obligations

The Recipient will: (a) use Confidential Information only for the Purpose; (b) keep it strictly confidential and protect it with at least reasonable care and no less care than it uses for its own similar information; (c) not disclose it to anyone except as allowed in section 4; (d) not copy, summarize or extract it except as reasonably needed for the Purpose; (e) not reverse engineer or analyse any sample, prototype or software provided; and (f) not use it to compete with the Discloser or to solicit its customers or employees.

The Recipient will notify the Discloser in writing promptly on becoming aware of any actual or suspected unauthorized use or disclosure and will cooperate with the Discloser to limit its effects.

4. Permitted disclosures

The Recipient may disclose Confidential Information only to its employees, contractors and professional advisors who need it for the Purpose, have been told it is confidential, and are bound by confidentiality duties at least as protective as this Agreement. The Recipient is responsible for their compliance.

If the Recipient is required by law, regulation or court order to disclose Confidential Information, it will, where legally permitted, give the Discloser prompt written notice so the Discloser can seek a protective order, cooperate reasonably with that effort, and disclose only the minimum legally required.

Nothing in this Agreement prevents an individual from reporting possible violations of law to a government authority or making other disclosures protected by whistleblower law, including those protected by the US Defend Trade Secrets Act.

5. Personal information

If any Confidential Information is personal information, the Recipient will use it only for the Purpose, protect it with safeguards appropriate to its sensitivity, comply with applicable privacy laws, and notify the Discloser without undue delay of any unauthorized access to it.

6. Ownership and no warranty

Confidential Information remains the property of the Discloser. Nothing in this Agreement grants the Recipient any licence or right in it, other than the limited right to use it for the Purpose. The Discloser provides Confidential Information “as is” and makes no warranty about its accuracy or completeness. The Discloser is not obliged to disclose any information or to enter into any further agreement.

7. Return or destruction

Within [10] days after the Discloser's written request, or when the Purpose ends, the Recipient will return or securely destroy all Confidential Information and confirm this in writing. The Recipient may keep copies that it must keep by law or that sit in automatic backups not readily accessible, which remain subject to this Agreement.

8. Term

This Agreement applies to information disclosed during [Number] months after the Effective Date. The Recipient's obligations continue for [Confidentiality period] years after the last disclosure, and for trade secrets for as long as the information remains a trade secret under applicable law.

9. Remedies

The Recipient acknowledges that a breach of this Agreement may cause the Discloser irreparable harm for which money damages would not be adequate. The Discloser may seek an injunction, specific performance or other equitable relief, in addition to any other remedy, without proving actual damages and, where the law allows, without posting security. The Recipient will reimburse the Discloser's reasonable legal costs if a court finds that the Recipient breached this Agreement.

10. Governing law and disputes

This Agreement is governed by the laws of [Province or state] and the federal laws of [Country] that apply there, without regard to conflict-of-laws rules that would apply the law of another place.

If a dispute arises, the Discloser and the Recipient will first try in good faith to resolve it by discussion between people with authority to settle it, for at least 30 days after one of them gives written notice describing the dispute. If the dispute is not resolved in that time, either of them may start proceedings in the courts located in [City, Province or state], and each submits to the non-exclusive jurisdiction of those courts.

Nothing in this section prevents anyone from seeking urgent injunctive or other interim relief from any court with jurisdiction to protect confidential information, intellectual property or property, or to prevent irreparable harm.

11. Notices

Any notice under this Agreement must be in writing and delivered by hand, by courier, by registered mail, or by email to the address shown in the signature block or another address given by notice.

A notice is received: when delivered, if delivered by hand or courier on a business day before 5:00 PM local time at the place of receipt, and otherwise on the next business day; on the fifth business day after mailing, if sent by registered mail; and when sent, if sent by email before 5:00 PM local time of the recipient on a business day with no automated message that it was not delivered, and otherwise on the next business day.

Routine operational communications may be sent by any reasonable means, but a notice of breach, termination or a claim must also be sent by a method listed above.

12. Entire agreement and general terms

Entire agreement. This Agreement, including any schedules and documents it expressly refers to, is the entire agreement about its subject matter and replaces all earlier discussions, proposals and agreements about that subject matter, whether written or oral.

Amendments and waivers. A change to this Agreement is effective only if it is in writing and signed by each party. A failure or delay in enforcing a right is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.

Assignment. No party may assign this Agreement without the prior written consent of the others, which will not be unreasonably withheld, except that an organization may assign it without consent to a successor to all or substantially all of its relevant business or assets by giving written notice. This Agreement binds and benefits the parties and their permitted successors and assigns.

Severability. If any provision is found invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the rest of this Agreement stays in full force.

Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation”. Amounts are in [Currency] unless stated otherwise. A reference to a law includes any amendment or replacement of it.

Language. The parties have expressly required that this Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents connexes soient rédigés en anglais.

13. Counterparts and electronic signatures

This Agreement may be signed in any number of counterparts, each of which is an original and all of which together form one document.

The parties agree that this Agreement may be signed and delivered electronically, including through an electronic signature service such as eSora Sign. An electronic signature, and a signed copy delivered by email or as a PDF, has the same legal effect as a handwritten signature on a paper original, to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in the relevant state, Part 2 of the Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial electronic commerce legislation in Canada.

Each party consents to receive this Agreement and related notices electronically, and agrees that the electronic record of the signing process, including any certificate of completion and audit trail, may be used as evidence that this Agreement was signed and of when it was signed.

Signatures

By signing below, each signer confirms that they have read and agree to this Agreement and, where they sign for an organization, that they are authorized to bind it.

RECIPIENT

Organization: [Legal name of organization]

Name: ______________________________

Title: ______________________________

Signature: ______________________________

Date: ______________________________

Email for notices: ______________________________

DISCLOSING PARTY