Establishing secure connection…Loading editor…Preparing document…

Unilateral Nondisclosure Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

3.05 Unilateral Nondisclosure Agreement for Use in Technology Transactions

[Letterhead of Target Company]

Gentlemen:

In connection with your consideration of one or more transactions with or involving or its shareholders or affiliates (collectively, the "Company"), the Company is prepared to make available to you certain information.

As a condition to such information being furnished to you and your directors, officers, employees, agents or advisors (collectively, "Representatives"), you agree to treat, and to cause your Representatives to treat, any information which is furnished to you or to your Representatives by or on behalf of the Company (collectively, the "Evaluation Material") in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions hereinafter set forth.

The term "Evaluation Material" includes, among other things, all notes, analyses, compilations, studies, interpretations or other documents prepared by you or your Representatives which contain, reflect or are based upon any information furnished to you or your Representatives pursuant hereto. The term "Evaluation Material" does not include information that (1) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives, (2) was within your possession prior to its being furnished to you by or on behalf of the Company pursuant hereto, provided that the source of such information was not known by you to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information, or (3) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives. You will be responsible for any breach of the Agreement by your Representatives.

You hereby agree that you and your Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible transaction between the Company and you, that the Evaluation Material will be kept confidential. Notwithstanding the foregoing, you may (1) make any disclosure of such information to which the Company gives its prior written consent, and (2) disclose any such information to your Representatives who need to know such information for the purpose of evaluating a possible transaction with the Company and who agree to keep such information confidential.

In addition, you agree that, without the prior written consent of the Company, neither you nor your Representatives will disclose to any person or entity the fact that the Evaluation Material has been made available to you, that discussions or negotiations are taking place with you concerning a possible transaction involving the Company or any of the terms, conditions or other facts with respect thereto (including the status thereof), unless such disclosure is required by law and then only with as much prior written notice to the other party as is practical under the circumstances.

In the event that you or any of your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material, you shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy.

If, in the absence of a protective order or other remedy, you or your Representatives are nonetheless legally compelled to disclose Evaluation Material, you or your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material which is legally required to be disclosed, provided that you exercise reasonable efforts to preserve the confidentiality of the Evaluation Material, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material.

If you decide that you do not wish to proceed with a transaction with the Company, you will promptly inform the Company of that decision in writing. In that case, or at any time upon the written request of the Company for any reason, you will promptly deliver to the Company all documents (and all copies thereof) furnished to you or your Representatives by or on behalf of the Company pursuant hereto. In the event of such a decision or request, all other Evaluation Material prepared by you or your Representatives shall be destroyed and no copy thereof shall be retained. Notwithstanding the return or destruction of the Evaluation Material, you and your Representatives will continue to be bound by your obligations of confidentiality and other obligations hereunder.

Although the Company has endeavored to include in the Evaluation Material information which the Company believes to be relevant for the purpose of your evaluation of a possible transaction with the Company, you acknowledge that neither the Company nor any of its Representatives makes any representation or warranty as to the accuracy or completeness of the Evaluation Material. You agree that neither the Company nor any of its Representatives shall be liable to you or to any of your Representatives in relation to or as a result of use of the Evaluation Material.

Without the prior written consent of the Company, you will not, for a period of one (1) year from the date hereof, directly or indirectly, solicit for employment any person employed by the Company or connected with the operation of the Company's business provided that advertisements not targeted at employees of such business placed in newspapers of general circulation and trade journals are not considered solicitations within the meaning of this paragraph. You agree that all communications regarding a possible transaction and all requests for information related thereto will be submitted only to . You also agree that neither you nor your Representatives will contact any employee of the Company in connection with your evaluation of the business without the prior approval of .

[Add standstill provision if appropriate to context of contemplated transaction.]

You agree that unless and until a definitive agreement regarding a transaction between the Company and you has been executed, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this letter agreement except for the matters specifically agreed to herein.

The Company reserves the right to assign all of its rights, powers and privileges under this agreement, including, without limitation, the right to enforce all of the terms of this letter agreement.

The rights and remedies of the Company under or pursuant to this agreement shall inure to the benefit of the Company and its successors and assigns. This agreement shall not be assigned by you without the prior written consent of the Company.

It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by you or any of your Representatives and that the Company shall be entitled to equitable relief, including but not limited to injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this letter agreement but shall be in addition to all other remedies available at law or equity to the Company.

This letter agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to its conflict of laws principles or rules.

Except as otherwise provided herein, the obligations under this agreement shall terminate upon the earlier of (i) the closing of a transaction between you and the Company with respect to the subject matter hereof or (ii) the second anniversary of the date of this agreement.

This agreement contains the entire agreement between the Company and you concerning the subject matter hereof and no modification or amendment of this agreement or of the terms and conditions hereof will be binding upon either of the parties unless signed by both parties.

Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company.

Very truly yours,

By:

Accepted and agreed as of the date first written above:

By:

Name:

Title:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Unilateral Nondisclosure Agreement Is and When it’s Used

A Unilateral Nondisclosure Agreement (NDA) is a one-way confidentiality contract where a Disclosing Party shares protected information and a single Receiving Party agrees to keep it confidential. Commonly used in pre-deal diligence, vendor briefings, and early-stage investment discussions, it limits use, disclosure, and retention of specified confidential information. Though not typically notarized, electronic execution is enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA regimes; parties should name the governing law and define exclusions to reduce ambiguity and litigation risk.

Why a One-Way NDA Matters for Protecting Shared Information

A unilateral NDA preserves confidentiality when only one side shares sensitive data, clarifies permitted uses, and creates contractual remedies for misuse. It reduces ambiguity about trade secret protection and sets handling, return, or destruction rules for disclosed materials.

Why a One-Way NDA Matters for Protecting Shared Information

Typical Parties That Use a Unilateral NDA

Lead-in: These roles commonly prepare, review, or sign unilateral NDAs before sharing sensitive information.

  • Startup founders and investors assessing early-stage technology or business plans without mutual disclosures.
  • Vendors, contractors, and consultants who receive proprietary processes, customer lists, or technical data.
  • In-house legal teams and procurement departments protecting corporate IP during vendor onboarding.

Summary: Use the agreement to set clear expectations and assign responsibility for protecting information.

Who Signs and Why — Two Representative Profiles

In-house Counsel

General counsel or corporate counsel typically drafts or approves unilateral NDAs to protect company IP and limit exposure; they ensure the agreement aligns with corporate policy and applicable state law, including choice-of-law and injunctive relief provisions.

Independent Consultant

A consultant or contractor signs as the Receiving Party to access client materials. They should confirm scope, duration, and return/destruction obligations and may negotiate narrow definitions to avoid overbroad confidentiality claims.

Essential Parts of a Professional Unilateral NDA

A clear structure improves enforceability and reduces disputes; include precise definitions, scope limits, compliance obligations, and dispute mechanisms so both parties understand responsibilities.

Parties

Identify Disclosing and Receiving Party by full legal names and entity types to avoid ambiguity about signatory authority and corporate signers.

Confidential Information

Define what is confidential (documents, samples, data), exclude public or independently developed information, and include examples to narrow interpretation.

Permitted Use

Specify the limited purpose for which the Receiving Party may use the confidential information, such as evaluation or integration testing.

Term

State how long confidentiality obligations survive, both during the agreement term and for a defined post-termination period.

Remedies

Include injunctive relief option, indemnity for misuse, and any liquidated damages or limitation of liability provisions appropriate to the risk profile.

Governing Law

Choose the state law that will interpret the agreement; this affects enforceability nuances and forum for disputes.

Required Fields and Minimal Data Elements

Disclosing Party: Full legal name
Receiving Party: Full legal name
Effective Date: MM/DD/YYYY
Confidential Description: Short summary of information
Permitted Purpose: Use limitation phrase
Signature Block: Name, title, date

Step-by-Step: Filling and Executing a Unilateral NDA

Follow these sequential steps to prepare, review, and complete a unilateral NDA so it accurately reflects the transaction and remains enforceable.

  • 01
    Prepare draft: Identify parties, purpose, and categories of confidential information.
  • 02
    Define scope: Narrow the definition and permitted uses to limit future disputes.
  • 03
    Review terms: Have legal counsel check remedies, term, and governing law.
  • 04
    Sign and retain: Execute signatures and store a copy with audit trail evidence.

How to Configure an Online Signing Workflow

Set up an e-sign workflow that enforces required fields, collects evidence, and routes copies to stakeholders upon completion.

Field Configuration
Auto-fill party names Use contact list or CRM mapping to reduce manual errors
Signature type Enable eSign with timestamp and audit trail
Authentication Use email or SMS code for signer verification
Retention Store completed PDF/A and audit log for records

Digital Signing and File Requirements

Use a signing platform that preserves timestamps, stores audit trails, and exports signed PDF/A for retention.

  • Integrations: Supports Salesforce, NetSuite, Google Workspace
  • File formats: PDF and DOCX supported
  • Authentication: Email, SMS, or advanced methods

Where to Send and How the Signed NDA Flows

A clear routing plan prevents lost documents; designate recipients for executed copies and set notifications for compliance owners.

  • Upload: Upload final draft to signing platform
  • Place fields: Insert signature, name, title, and date fields
  • Send to signer: Email link or invite the Receiving Party
  • Store executed copy: Distribute signed PDF and preserve audit trail

Key Timing and Deadline Considerations

Set clear dates for effectiveness, disclosure windows, and return/destruction deadlines to avoid disputes over when obligations apply or expire.

Before disclosure:

Execute NDA prior to sharing nonpublic information

Effective date:

Date determines when confidentiality obligations commence

Term length:

Specify the period confidentiality remains enforceable

Return or destroy:

Require return or certified destruction within set days

Survival:

List clauses that continue after termination

Common Mistakes to Avoid When Preparing an NDA

  • Overly broad definitions that capture publicly known or independently developed information and invite litigation.
  • Vague permitted use clauses that fail to limit how the Receiving Party may exploit disclosed data.
  • Unsigned or partially signed documents where the signature block is incomplete or lacks authority evidence.
  • Failing to preserve audit trails or proof of delivery when relying on electronic signatures for enforcement.

Consequences of an Inadequate or Incorrect NDA

Injunctions: Equitable relief available
Monetary Damages: Compensatory losses possible
Loss of Trade Secret: Public disclosure can forfeit trade secret protection
Contract Liability: Breach may trigger indemnity obligations
Attorney Fees: Significant litigation costs possible
Reputational Harm: Trust and business relationships affected

Comparing eSignature Pricing and Capabilities

This table compares common vendor starting prices and core capabilities relevant to signing and storing NDAs. Confirm enterprise features and trial availability with each vendor before deciding.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Verify Verify Verify Verify
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions About Unilateral NDAs

Answers to common questions about enforceability, e-signing, notarization, term length, revocation, and remedies for unilateral NDAs.


Need help? Contact support

Explore Templates

Joint Tenant Agreement Hawaii Warranty Deed Alaska Warranty Deed Florida Warranty Deed Alaska Warranty Deed Witness List for Trial Court
be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.