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# One-Way Non-Disclosure Agreement

**Effective Date:** [EFFECTIVE DATE]

This Non-Disclosure Agreement ("Agreement") is entered into by and between:

- **Discloser:** [DISCLOSER NAME], a [DISCLOSER ENTITY TYPE] organized under the laws of [DISCLOSER JURISDICTION], with its principal office at [DISCLOSER ADDRESS] (the "Discloser"); and
- **Recipient:** [RECIPIENT NAME], a [RECIPIENT ENTITY TYPE] organized under the laws of [RECIPIENT JURISDICTION], with its principal office at [RECIPIENT ADDRESS] (the "Recipient").

## 1. Purpose

The Discloser intends to disclose certain Confidential Information to the Recipient for the purpose of [DESCRIPTION OF PURPOSE] (the "Purpose").

## 2. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by the Discloser to the Recipient, in any form, including but not limited to: trade secrets, financial information, business strategies, customer data, technical designs, and proprietary processes.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was in the Recipient's lawful possession before disclosure; (c) is independently developed by the Recipient without reference to the Confidential Information; or (d) is lawfully obtained from a third party without confidentiality restrictions.

## 3. Recipient Obligations

The Recipient agrees to: (a) maintain the Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use the Confidential Information solely for the Purpose; (c) limit access to those of its employees, contractors, and advisors who need to know and who are bound by written confidentiality obligations at least as protective as this Agreement.

## 4. Prohibited Actions

The Recipient shall not: (a) reverse engineer, decompile, or disassemble any Confidential Information; (b) use the Confidential Information to compete with the Discloser; or (c) disclose the existence or terms of this Agreement without the Discloser's prior written consent.

## 5. Compelled Disclosure

If the Recipient is legally compelled to disclose Confidential Information, it shall provide the Discloser with prompt written notice (where legally permitted) and reasonable assistance in seeking a protective order.

## 6. Term

This Agreement remains in effect for [TERM LENGTH, e.g., 2 years] from the Effective Date. Confidentiality obligations survive expiration or termination for [SURVIVAL PERIOD, e.g., 5 years], except for trade secrets which remain protected for as long as they qualify as trade secrets under applicable law.

## 7. Return of Materials

Upon the Discloser's written request or termination of this Agreement, the Recipient shall promptly return or destroy all materials containing Confidential Information and provide written certification of destruction.

## 8. Remedies

The Recipient acknowledges that unauthorized disclosure may cause irreparable harm. The Discloser is entitled to seek injunctive relief and any other remedies available at law or in equity.

## 9. No Rights Granted

No license, intellectual property rights, or other rights are granted to the Recipient under this Agreement, except the limited right to use the Confidential Information for the Purpose.

## 10. Governing Law

This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts of [COURT JURISDICTION].

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**Discloser**
Signature: ___________________________
Name: [SIGNATORY NAME]
Title: [SIGNATORY TITLE]
Date: [SIGNING DATE]

**Recipient**
Signature: ___________________________
Name: [SIGNATORY NAME]
Title: [SIGNATORY TITLE]
Date: [SIGNING DATE]
