One-Way Non-Disclosure Agreement (NDA)
A one-way confidentiality agreement for England and Wales, for when only you are sharing confidential information — with a contractor, a developer, an adviser or a potential buyer.
Applies in England and Wales. General information, not legal advice — talk to a lawyer about your situation.
This document isn't on sale in the United Kingdom yet.
A one-way NDA protects information that only you are sharing. The other party promises to keep it confidential and to use it only for the purpose you describe — for example, quoting for a job or assessing a deal.
This template follows the law of England and Wales.
When to use it
- Briefing a developer, designer or agency on an idea before they quote.
- Showing your figures or customer data to a potential buyer of your business.
- Sharing a product prototype with a manufacturer.
How it works
- Enter both parties — You are the Discloser; the person or business receiving your information is the Recipient.
- Describe the purpose — Say exactly why the Recipient is getting the information — they may use it for nothing else.
- Choose the period — Pick how long the information must stay confidential.
- Sign before sharing — Get the Recipient’s signature before you send anything confidential.
Making it valid
- No notary, witness or stamp is needed. Both parties sign — on paper or with an electronic signature — and each keeps a copy.
- A company should sign through a director or another authorised person.
Common mistakes
- Sharing the information first and asking for a signature later.
- Leaving the purpose so broad that almost any use of the information is allowed.
Questions
- What is the difference between a one-way and a mutual NDA?
- In a one-way NDA only one party shares confidential information, so only the other party takes on confidentiality obligations. In a mutual NDA both parties share and both are bound.
- How long should confidentiality last?
- Two to five years is common for commercial information. Trade secrets can be protected for as long as they remain secret, which this template lets you choose.
- Do I need a witness?
- No. Both parties just need to sign, on paper or electronically.