This Non-Disclosure Agreement binds one party in a transaction or venture to not disclose the other's confidential information. It is normally signed alongside other documents key to that transaction or venture, and included as an attachment to those documents. It assumes that only one party will be sharing confidential information, and will benefit from keeping that information confidential. It is drafted to allow sensitive information to be shared to the extent required to carry out the transaction or venture.

Where a breach or violation of the NDA occurs by way of an unauthorized disclosure, you are able to claim rights in dispute against the violating or disclosing party. These rights are outlined in the provisions of this agreement, and generally include:

• an injunction;
• damage for loss; and
• court orders.

This NDA uses broad definitions of the categories of confidential information that are being protected which can be within a specific time period. Parties may wish to add specific details to these definitions as needed.

In situations where it will be both parties sharing sensitive information with the other, parties should instead consider using the Non-Disclosure Agreement (Mutual).

Use this Non-Disclosure Agreement (One-Way) if:

• You would like to disclose confidential information in a negotiation and want it not be in the public domain (ie. competitors, successors);

• You would like to put restrictions on the use of confidential information;

• You would like to maintain secrecy of information when working with contractors or potential investors;

• You would access confidential information that belongs to someone else; and

• You would like to protect confidential information including intellectual property, financial projections, customer lists and trade secrets.

What does the Non-Disclosure Agreement (Mutual) cover?

• A description of the confidential information;

• Confidential rights and obligations of the parties;

• Protection of sensitive information;

• Return of confidential information at the end of the agreement;

• Obligations regarding proper use of the information; and

• Circumstances where disclosure is permitted.

Other names for Non-Disclosure Agreement include:

• NDA

• Confidentiality Agreement

• Confidential Disclosure Agreement (CDA)

• Proprietary Information Agreement (PIA)

• Secrecy Agreement (SA)

• Confidentiality Contract

• Gag Order

Who should sign a Non-Disclosure Agreement?

Employees

Employees are the most common signatories of NDAs, as they may have a relationship with the company in which they handle volumes of sensitive information from potentially a wide range of parties.

Clients

When engaging with clients or potential clients, a business or entity may have the clients sign a non-disclosure agreement when sensitive information is disclosed.

Vendors

A business that relies on third-party vendors who may have access their confidential information should get the vendor to sign a non-disclosure agreement during their business relationship to ensure their information is protected.

Contractors

Having an independent contractor sign a non-disclosure agreement where they may have access to confidential information during their employment, would prevent the contractor from acting on the information and protect the contracting entity.

Investors

Investors may be asked to sign a non-disclosure agreement when commercially sensitive information is shared between the parties to ensure the information does not go public, and the information is protected.