Unilateral NDA agreement for one-way disclosure

The outline above is the real document the generator produces. These are its sections in order, described in plain language.

• Definitions. Confidential Information is anything the Disclosing Party shares for the Purpose that is marked confidential or that a reasonable person would understand to be confidential, oral and visual disclosures included. The existence and status of the discussions are confidential too. The Purpose defaults to evaluating a possible business relationship, and Representatives covers affiliates, staff and professional advisors.
• Exclusions. Public information, information the recipient already knew as shown by its records, independent development without using the information, and lawful receipt from a third party are excluded. The recipient carries the burden of proving an exclusion.
• Obligations of the Receiving Party. Use only for the Purpose and never to compete or solicit customers, no disclosure beyond what the agreement allows, at least the care used for its own similar information and never less than reasonable care, no reverse engineering of software, prototypes or samples, and prompt notice plus cooperation after any unauthorized use.
• Permitted and compelled disclosures. Representatives with a need to know who are bound by similar duties, with the recipient answerable for their breaches, a procedure for subpoenas and court orders that gives prior notice where the law allows, and disclosure with written consent.
• Return or destruction. On request, return or destroy, or destroy and certify. Automatic backups and copies kept for legal retention stay confidential for as long as they exist.
• No license and no warranty. Ownership stays with the discloser and information is provided as is.
• No obligation to proceed. Nobody has to share anything specific or sign a further deal, and both sides may keep building similar products as long as they do not misuse the information.
• Optional covenants. A 12-month non-solicitation of employees met through the talks that ignores general job ads, plus standstill and no-contact clauses for situations close to an acquisition.
• Term and survival. A term of 1, 2, 3 or 5 years with a right to end early by notice, a separate confidentiality period after the term, and trade secret protection for as long as the information qualifies.
• Remedies, governing law and general provisions. Injunctive relief without proving money damages first, your chosen US state law and courts, and standard terms including counterparts, electronic signatures and export compliance.

A one-way NDA is where the disclosing party has the most leverage, but overreaching usually backfires. A recipient that receives a perpetual, broad and one-sided draft tends to send it to its lawyers, which costs you days. The builder keeps the choices visible so you can be firm on what matters and reasonable on the rest.

When the other side sends its own paper instead, run an AI NDA review to see whether a supposedly one-way draft quietly binds you too, hides a non-compete, or drops the compelled disclosure exception.

1. Enter your company as the Disclosing Party and the counterparty as the Receiving Party, set the purpose and options, and the full agreement renders instantly.
2. Send it for e-signature. The recipient signs in the browser with a typed or drawn signature through a personal link, without creating an account.
3. Follow the status from sent to viewed to signed, with a per-signer timeline and nudges for anyone who stalls.
4. The signed PDF with its certificate page is emailed to both parties and filed in your NDA register, with reminders before it expires.