Free template · Business
One-way NDA template
Short answer
A one-way NDA, or unilateral confidentiality agreement, binds only the party receiving information: it must keep the information secret and use it only for an agreed purpose. This template is free to fill in and download as a PDF, and you can send it for e-signature in Sign PDF with the Discloser's and Recipient's boxes placed for you.
Updated 25 October 2026
What's in this one-way nda
The full text. Words in brackets are filled in from the form above.
- 1. Parties. This non-disclosure agreement is made on [Date of agreement] between [Discloser name] of [Discloser address] (the Discloser) and [Recipient name] of [Recipient address] (the Recipient).
- 2. Purpose. The Discloser will share information with the Recipient for the following purpose only: [Purpose] (the Purpose).
- 3. Confidential information. Confidential information means any information the Discloser or anyone on its behalf provides to the Recipient in connection with the Purpose, in any form, whether marked confidential or not, including plans, designs, prices, customer details, software, know-how and the existence of these discussions.
- 4. Exclusions. Information is not confidential information if the Recipient can show it is or becomes public other than through the Recipient's breach, was lawfully known to the Recipient before disclosure, is independently developed by the Recipient without use of the Discloser's information, or is received lawfully from a third party who is free to disclose it.
- 5. Recipient's obligations. The Recipient will keep the confidential information secret, use it only for the Purpose, protect it with no less than reasonable care, not copy it except as needed for the Purpose, and tell the Discloser promptly if it learns of any unauthorised use or disclosure.
- 6. Permitted disclosure. The Recipient may disclose confidential information only to its employees and professional advisers who need to know it for the Purpose and who are bound by duties of confidence no less strict than these, and where required by law, a court or a regulator, giving the Discloser prompt notice where the law allows. The Recipient is responsible for any breach by those people.
- 7. Return or destruction. On written request, the Recipient will promptly return or destroy all confidential information and any copies, and confirm in writing that it has done so, except for copies in routine electronic backups or that the law requires it to keep, which remain confidential.
- 8. No licence and no warranty. The confidential information remains the property of the Discloser. No licence or other right is granted. The Discloser gives no warranty as to its accuracy or completeness.
- 9. Term. The Recipient's duties last for [Confidentiality period in years] years from the date of this agreement, except that any trade secret remains protected for as long as it remains a trade secret.
- 10. Remedies. The Recipient accepts that damages alone may not be an adequate remedy for a breach, and that the Discloser may seek an injunction or other equitable relief in addition to any other remedy.
- 11. Governing law. This agreement is governed by the laws of [Governing law], and the courts of that place have jurisdiction over any dispute arising from it.
- 12. Entire agreement. This is the entire agreement between the parties about its subject. Any change must be in writing and signed by both parties. It may be signed electronically.
- Signed by: the Discloser, the Recipient, each with a signature, printed name and date.
When to use a one-way NDA
Use it when only you are sharing something sensitive: showing a contractor your systems, asking a manufacturer to quote on a design, briefing a freelancer on an unreleased product, or giving a possible buyer a look at your figures. The recipient takes on duties; you take on none.
If both sides will share information, use a mutual NDA instead. Asking the other party to sign a one-way NDA when you will also see their secrets is a common reason for pushback.
What the key clauses do
The clauses mirror a mutual NDA, but every duty falls on the Recipient.
- Purpose: the one reason the Recipient has the information. Anything outside it is a breach.
- Confidential information: drawn widely, so oral briefings and things that are obviously sensitive are covered even if unmarked.
- Exclusions: public information, information the Recipient already had, independent development and lawful third-party sources.
- Return or destruction: the Recipient hands back or deletes the information when asked and confirms it in writing.
- Remedies: confirms the Discloser can seek an injunction, because damages arrive too late once a secret is out.
How to adapt it
Name the purpose narrowly and set a term that matches how long the information will matter. If the Recipient is an individual you are about to hire, consider putting the confidentiality terms in the employment contract instead.
This template is a starting point, not legal advice. Some countries limit what an NDA can stop people disclosing, for example reports to regulators or the police. For valuable information or anything involving employees, have a lawyer check it under the governing law you choose.
Getting the one-way NDA signed
Fill in the boxes above and download the one-way NDA as a PDF, free and with no account. To get it signed, send it from Sign PDF: the signature, name and date boxes for the Discloser and the Recipient are already placed and labelled, so you only add each signer's email.
Each signer opens an email link, confirms a six-digit code sent to their inbox and signs in the browser on a phone or laptop, with no app and no account. When the last person signs, the boxes are written into the PDF, a certificate of completion is added at the end, and the file is sealed with a digital signature and a timestamp so any later change shows.
If you want the Recipient to sign before you countersign, the Full plan at $10 a month adds a signing order and reminders, and lets you save the NDA as a template.
Questions people ask
Who signs a one-way NDA?
Both parties sign: the Recipient to accept the duties and the Discloser to make the agreement complete. Only the Recipient takes on obligations.
Can I use a one-way NDA with a freelancer?
Yes. It is a common first step before briefing a freelancer or contractor. If the work goes ahead, the confidentiality clause in their services agreement can take over.
Is a one-way NDA enforceable if it is signed electronically?
In most countries, yes. Electronic signatures are accepted for ordinary commercial contracts, and the certificate of completion records who signed and when.
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