Professional Services-Proposals
One-Way Non-Disclosure Agreement
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Proposal Outline
One-Way Non-Disclosure Agreement
Parties and key terms
Purpose and confidentiality
Obligations
Rights, term and remedies
General
Signatures
About this template
This NDA template is a one-way non-disclosure agreement: one business shares confidential information, the other agrees to use it only for a stated purpose and keep it private. Agencies, consultants and freelancers use it before a discovery call, pitch or audit where a client needs to share internal details.
When to use this agreement
Use a standalone NDA when confidential information needs to change hands before any project contract exists, for example while you scope work or review a client’s systems. Once you sign a full service or consulting agreement, its own confidentiality clause usually covers the project itself.
This template is one-way: only the Discloser’s information is protected. If both sides will share sensitive material, you would need to adapt it into a mutual NDA.
What the agreement covers
- Parties and key terms
- Names the Recipient and the Discloser, then summarises the purpose, the disclosures covered, the confidentiality period, the governing law and the chosen courts in one table.
- Purpose and confidentiality
- Limits use of the information to the stated purpose and defines what counts as confidential, with standard exclusions such as information that is already public or independently developed.
- Obligations
- Sets out how the Recipient protects, copies and shares information, what happens if disclosure is legally required, how information is returned or destroyed, and how security incidents are reported.
- Rights, term and remedies
- Confirms the Discloser keeps ownership and no further deal is implied, sets how long disclosures and duties are covered, and allows for injunctive relief alongside other remedies.
- General
- Covers notices, governing law and courts, the entire agreement, amendments, assignment, severability and electronic signing.
Before you send it
- Describe the purpose narrowly
- A specific purpose, such as evaluating a named project, makes it clearer what the Recipient may and may not do with the information.
- Check the confidentiality period
- Confirm the disclosure window and how long duties last suit the kind of information being shared.
- Confirm the direction
- Make sure the Discloser and Recipient are the right way round. If both sides will share, adapt the template first.
- Have a lawyer review it
- Ask a lawyer familiar with the governing law and the parties’ locations to review the NDA before anyone signs.
This guide is general information, not legal advice. Have a lawyer review the agreement for your situation and the governing law before you use it.
Frequently Asked Questions
What should an NDA include?
At minimum: who the parties are, the purpose of sharing, what counts as confidential information, exclusions, the Recipient’s obligations, how long duties last, return or destruction of information, remedies, and governing law. This template includes each of these as a separate clause.
Is an NDA legally binding?
An NDA is intended to be a binding contract, but whether a particular NDA can be enforced depends on its wording, the circumstances and the governing law. Have a lawyer review it for the parties’ jurisdiction before relying on it.
What is the difference between a one-way and a mutual NDA?
A one-way NDA protects information flowing from one party to the other. A mutual NDA protects information flowing in both directions. This template is one-way, so use it when only one side is sharing confidential material.
Can an NDA be signed electronically?
The template includes a clause on electronic signing, and agreements sent from Propovo can be signed electronically. Whether e-signatures are accepted for a given agreement depends on the governing law, so confirm with a lawyer if you are unsure.
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