This is a standard unilateral non disclosure agreement template. It is suitable for use in relation to a wide range of situations where one person is disclosing information to another person and wants that other person to keep the information secret. For instance, the non disclosure agreement may be suitable for use to protect a business idea that is disclosed to potential suppliers or investors, or to protect an invention that is disclosed to potential manufacturers or business partners, or to protect a literary or artistic work that is disclosed to a potential publisher.

As well as requiring that the confidential information be kept secret, the non disclosure agreement includes optional provisions specifying that the recipient of the information should act in good faith in relation to the information, and should not use it except for a stated purpose. In addition, the agreement includes a provision requiring the recipient to take reasonable care in relation to the security of the information, and to take all steps to secure the confidential information that it takes in relation to its own confidential information.

In certain specified circumstances the recipient may disclose the confidential information supplied under the agreement to a third party, for example where it has a legal obligation to make the disclosure.

The confidentiality obligations in the non disclosure agreement are of an indefinite duration.

This basic non disclosure agreement includes these clauses:

(1) Definitions
(2) Term
(3) Confidentiality obligations
(4) Warranties
(5) Termination
(6) General

You should also consider our premium unilateral NDA template. In addition to the provisions in the basic agreement, the premium agreement includes more detailed confidentiality obligations, an indemnity, non-publicity provisions, a data processor clause, an IPR clause and contractual notice provisions.

The non disclosure agreement template is 6 pages long (including the cover sheet) and is provided in Word (.doc) format. You can see the first few sections here:

Sample Non Disclosure Agreement

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