Create a Professional One-Way NDA in Minutes
Generate a unilateral non-disclosure agreement to protect your confidential information. Perfect for hiring, contractor engagements, investor pitches, and vendor relationships.
Starting at $10 during beta.
What is a One-Way NDA?
A one-way NDA (also known as a unilateral NDA) is a confidentiality agreement where only one party shares confidential information. Unlike a mutual NDA where both parties disclose information, a one-way NDA creates obligations only for the party receiving the information.
In a one-way NDA:
- Disclosing Party: Shares confidential information and receives protection
- Receiving Party: Receives information and has obligations to protect it
- Information flows in one direction only
- Only the Receiving Party has confidentiality obligations
When to Use a One-Way NDA
A one-way NDA is the right choice when you need to share sensitive information but the other party will not be sharing anything confidential with you.
Hiring Employees
Protect trade secrets and proprietary information when onboarding new team members
Engaging Contractors
Secure confidentiality when sharing project details with freelancers and consultants
Pitching Investors
Share your business plan, financials, and pitch deck safely with potential investors
Vendor Selection
Disclose requirements and specifications to potential vendors during the RFP process
Disclosing Party vs Receiving Party
Disclosing Party (You)
The party sharing confidential information
Rights:
- Define what information is confidential
- Control how information can be used
- Request return or destruction of materials
- Seek legal remedies for breach
Obligations:
- Clearly mark confidential information
- Provide information as agreed
Receiving Party
The party receiving confidential information
Rights:
- Use information for permitted purposes
- Disclose to permitted persons (if specified)
- Benefit from standard exclusions
Obligations:
- Keep information confidential
- Limit use to permitted purposes
- Protect with reasonable care
- Return or destroy materials on request
- Not reverse engineer (if specified)
One-Way NDA vs Mutual NDA
One-Way NDA
- Only you share confidential information
- Obligations only on the Receiving Party
- Best for hiring, contractors, investors
- Simpler, clearer structure
Mutual NDA
- Both parties share information
- Equal obligations for both parties
- Best for partnerships, M&A, negotiations
- Stronger consideration on the receiving side
Key Provisions in Your One-Way NDA
Definition of Confidential Information
Clear definition of what information is protected, including trade secrets, business plans, technical data, and proprietary processes
Receiving Party Obligations
Specific duties to maintain confidentiality, limit use to permitted purposes, and protect information with reasonable care
Standard Exclusions
Carve-outs for publicly available information, prior knowledge, independent development, and legally required disclosures
Purpose Limitation
Clear statement of how the Receiving Party may use the confidential information
Permitted Disclosures
When the Receiving Party may disclose to others, such as employees or advisors, and under what conditions
Return of Materials
Requirements for the Receiving Party to return or destroy confidential information when the agreement ends
Remedies for Breach
Available legal remedies for the Disclosing Party including injunctive relief and damages
Term and Survival
How long the agreement lasts and how long confidentiality obligations continue after termination
How to Create Your One-Way NDA
Describe Your Situation
Tell us who you are sharing information with and what type of confidential information needs protection.
AI Agents Draft & Review
Three AI agents collaborate: one drafts, one critiques the risky terms, one validates completeness. Result: a solid one-way NDA.
Download & Send
Export your one-way NDA as a professional document. Review, customize if needed, and send to the Receiving Party for signature.
Frequently Asked Questions About One-Way NDAs
What is a one-way NDA?
A one-way NDA (also called unilateral NDA) is a confidentiality agreement where only one party (the Disclosing Party) shares confidential information, and the other party (the Receiving Party) is bound to keep it secret. The Receiving Party has no reciprocal rights to share their own protected information.
When should I use a one-way NDA instead of a mutual NDA?
Use a one-way NDA when only you will be sharing confidential information and the other party will not be disclosing anything sensitive to you. Common scenarios include hiring employees, engaging contractors, pitching to investors, or sharing proprietary information with potential vendors.
Who is the Disclosing Party and Receiving Party?
The Disclosing Party is the entity sharing confidential information (usually you or your company). The Receiving Party is the entity receiving the information (employee, contractor, investor, etc.) who must keep it confidential. Only the Receiving Party has obligations under a one-way NDA.
Does a one-way NDA hold up?
Yes, when they are drafted well. Courts generally uphold them where the definitions are clear, the scope is reasonable, and there is valid consideration. That consideration can be employment, a business opportunity, or the relationship itself.
Can I use a one-way NDA for employees?
Yes, one-way NDAs are commonly used for employees. The company is the Disclosing Party, and the employee is the Receiving Party. These are often signed during onboarding and may be combined with non-compete or invention assignment clauses.
What if the other party wants a mutual NDA instead?
If the other party will also be sharing confidential information with you, a mutual NDA would be more appropriate. This commonly happens in partnership discussions or vendor relationships where both sides share proprietary information.
Ready to Protect Your Confidential Information?
Generate a professional one-way NDA in minutes. Keep your trade secrets safe.
Create Your One-Way NDAStarting at $10 during beta. Takes less than 2 minutes.