What is a one-way NDA?

A one-way NDA (also called a unilateral or one-sided NDA) is a non-disclosure agreement where only one party — the Disclosing Party — shares confidential information. The Receiving Party is bound by strict confidentiality obligations but does not disclose anything of their own. This is in contrast to a mutual (bilateral) NDA, where both parties share confidential information and both are equally bound. One-way NDAs are used when a company shares sensitive information with a contractor, vendor, employee or investor prospect, but receives no confidential information in return.

When should I use a one-way NDA instead of a mutual NDA?

Use a one-way NDA when only you are sharing confidential information and the other party shares none. Common use cases: onboarding a contractor or freelancer who will receive client data, pricing or trade secrets; evaluating a potential vendor by sharing internal specifications; presenting a business idea or technology to an investor; or having an employee sign a standalone confidentiality agreement. Use a mutual NDA instead when both parties will share sensitive information — for example, in a partnership discussion, joint venture, or M&A due diligence where both sides disclose proprietary data.

What should be included in a one-way NDA?

A one-way NDA should include: (1) parties — identifying the Disclosing Party and Receiving Party; (2) definition of confidential information — what is covered; (3) standard exclusions — information already public, independently known, or compelled by law; (4) obligations of the receiving party — the specific steps they must take to protect the information; (5) permitted purpose — the information may only be used for the stated reason; (6) permitted disclosures — conditions under which the receiving party may share with their own advisors; (7) term — how long the obligation lasts; (8) return or destruction of materials; (9) AI tools clause; and (10) remedies including injunctive relief.

How long should a one-way NDA last?

Most one-way NDAs have a confidentiality term of 1–3 years. For general business disclosures and contractor engagements, 2 years is the standard. For technology or product-related disclosures where the information retains commercial value longer, 3 years is appropriate. Very long terms (5 years+) can be harder to enforce, as courts may view them as unreasonably broad. For trade secrets specifically, you may want to state that the obligation continues for as long as the information qualifies as a trade secret, rather than specifying a fixed term.

Can the receiving party use confidential information for their own business?

No. The Permitted Purpose clause restricts the receiving party to using confidential information only for the specific purpose stated in the NDA — for example, 'evaluating a potential vendor relationship' or 'performing services under the freelance contract.' The information cannot be used for any other purpose, including the receiving party's own competing products, business development, or research. If the receiving party needs to use the information for a different purpose, they must obtain written consent from the disclosing party before doing so.

Does the receiving party need to sign a one-way NDA?

Yes. Both parties should sign a one-way NDA, even though only the receiving party's obligations are substantive. The receiving party's signature is essential — without it, there is no binding agreement and the confidentiality obligations cannot be enforced. The disclosing party's signature confirms they have entered the agreement and the receiving party can rely on the document as a basis for the disclosure. Always get the agreement signed before sharing any confidential information.

Updated June 2026

Free One-Way NDA
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A unilateral non-disclosure agreement where only one party discloses confidential information. Includes standard exclusions, permitted purpose clause, AI tools prohibition and injunctive relief. For contractors, vendor evaluations and investor discussions.

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Reviewed June 2026
AI tools clause included

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Company / Disclosing Party Logo

1 — Disclosing Party

Effective Date

Full Name / Company

Business Name (optional)

Address (optional)

Title (optional)

2 — Receiving Party

Full Name / Company

Business Name (optional)

Address (optional)

3 — Purpose & Term

Purpose of Disclosure

Confidentiality Term

Governing Law

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One-Way Non-Disclosure Agreement

Effective Date: enter date above

1. Parties

Disclosing Party: Disclosing Party name, ,

Receiving Party: Receiving Party name, ,

2. Permitted Purpose

Information may only be used for: the Purpose.

3–9. Standard Clauses

Confidential information definition · Standard exclusions · Obligations · Permitted disclosures · AI tools prohibition · Return of materials · Remedies

10. Governing Law

Term: 2 years

Governing law: governing jurisdiction.

Disclosing Party

Signature

Print name: _______________

Title: _______________

Date: _________________

Receiving Party

Signature

Print name: _______________

Date: _________________

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One-Way Non-Disclosure Agreement Free to download

Parties

1. Agreement Parties

This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] between [Disclosing Party Name], [Address] ("Disclosing Party"), and [Receiving Party Name], [Address] ("Receiving Party"). Only the Disclosing Party will disclose Confidential Information under this Agreement.

Confidential Information

2. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by the Disclosing Party to the Receiving Party in any form — written, oral, electronic, visual or otherwise — that is marked "Confidential" or that a reasonable person would understand to be confidential given the circumstances, including but not limited to: business plans, financial data, customer and supplier information, pricing, technical specifications, software, trade secrets, processes, intellectual property and strategic plans.

Exclusions

3. Standard Exclusions

The obligations in this Agreement do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was known to the Receiving Party before disclosure and is evidenced by their records; (c) was independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, court order or regulatory authority, provided the Receiving Party gives prior written notice to the Disclosing Party where possible.

Obligations

4. Obligations of the Receiving Party

The Receiving Party agrees to: (a) use the Confidential Information solely for the Permitted Purpose; (b) protect it with at least the same degree of care used for their own confidential information, but not less than reasonable care; (c) not disclose it to any third party without prior written consent from the Disclosing Party; (d) limit internal access to individuals who need to know it for the Permitted Purpose and who are bound by equivalent confidentiality obligations.

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What's included in this template

Parties — disclosing party and receiving party identification

Definition of confidential information — clear, reasonable scope

Standard exclusions — public domain, independently known, compelled disclosure

Obligations of the receiving party — care standard, need-to-know basis

Permitted purpose — information restricted to stated use only

Permitted disclosures — conditions for sharing with advisors on need-to-know basis

AI tools clause — prohibits use of confidential info in third-party AI systems

Term and confidentiality duration — configurable 1–5 years

Return or destruction of materials on request or termination

Remedies and injunctive relief — acknowledges monetary damages are insufficient

How to use this template

Choose a one-way NDA when only you are disclosing sensitive information

A one-way NDA is appropriate when information flows in only one direction — from you to the other party. If you are sharing your business model with a potential contractor, your technical architecture with a vendor, or your product roadmap with an investor — that is a one-way disclosure. If the other party will also share their own confidential information with you, use a mutual NDA instead. Choosing the wrong type creates an imbalanced agreement that may not reflect the actual disclosure dynamic.

Define the Permitted Purpose specifically — not just "business purposes"

The Permitted Purpose clause is the key restriction in a one-way NDA. It limits what the receiving party can do with your information. "Business purposes" is too broad — it effectively permits the receiving party to use your information for any of their business activities. Instead, be specific: "evaluating whether to enter a freelance engagement to build our e-commerce platform" or "assessing a potential distribution partnership." The more specific the purpose, the harder it is for the receiving party to use your information for anything else.

Address the AI tools risk explicitly — most NDAs from 2023 and earlier miss this

A critical gap in most older NDA templates is the AI tools clause. When the receiving party enters your confidential information into ChatGPT, Gemini, Copilot, or other AI tools with data retention enabled, that information may be stored, used in training, or surfaced in responses to other users. This constitutes a disclosure. This template includes a specific clause prohibiting the use of confidential information as input to any third-party AI system without your written consent — an essential protection for 2026 and beyond.

Get it signed before sharing anything — the NDA has no retroactive effect

A non-disclosure agreement protects information disclosed after it is signed. Information shared before signing has no confidentiality protection under the agreement. Always circulate the NDA first, get both signatures, and only then begin sharing sensitive information. If you need to share something urgently before the NDA is signed, follow up immediately with a written note stating the information was shared in confidence pending execution of the NDA — this may provide some evidentiary protection in a dispute. Use Bonsai for fast e-signature.

Frequently asked questions

: A one-way NDA (unilateral or one-sided NDA) is a non-disclosure agreement where only one party — the Disclosing Party — shares confidential information. The Receiving Party is bound by strict confidentiality obligations but discloses nothing of their own. This contrasts with a mutual NDA, where both parties share confidential information and both are bound. One-way NDAs are used when a company shares sensitive information with a contractor, vendor, investor prospect or prospective employee — and receives no confidential information in return.
: Use a one-way NDA when only you are sharing confidential information. Common use cases: hiring a freelancer or contractor who will receive client data or trade secrets; evaluating a vendor by sharing internal technical specifications; presenting your business idea to an investor; hiring an employee who will access sensitive business information. Use a mutual NDA when both parties will share confidential information — such as in a partnership discussion, joint venture, or M&A due diligence process.
: A one-way NDA should include: parties (identifying Disclosing and Receiving party); definition of confidential information; standard exclusions (public domain, independently known, compelled disclosure); obligations of the receiving party; the permitted purpose (the only reason the receiving party may use the information); permitted disclosures to advisors on a need-to-know basis; an AI tools clause prohibiting use in third-party AI systems; term and duration; return or destruction of materials; and remedies including injunctive relief.
: Most one-way NDAs have a term of 1–3 years. For general business and contractor relationships, 2 years is standard. For technology or product disclosures where the information retains commercial value longer, 3 years is appropriate. Very long terms (5 years+) can be harder to enforce as courts may find them unreasonably broad. For trade secrets, you can state the obligation continues as long as the information qualifies as a trade secret rather than specifying a fixed term.
: No. The Permitted Purpose clause restricts the receiving party to using your confidential information only for the specific purpose stated in the NDA. They cannot use it for their own product development, business development, or research. If they need to use it for a different purpose, they must obtain your written consent first. This is why defining the permitted purpose specifically — not just "business purposes" — is critical. A vague permitted purpose creates a loophole for the receiving party to use your information in ways you did not intend.
: Yes. A one-way NDA is legally binding when properly drafted and signed by both parties. The receiving party's signature creates binding confidentiality obligations. Enforceability depends on the definition of confidential information being reasonable, the standard exclusions being present, and the governing law having enforcement mechanisms. Courts routinely enforce well-drafted NDAs and award injunctive relief to prevent imminent breaches — monetary damages alone are often insufficient to compensate for disclosure of trade secrets.