Online non-disclosure agreement (unilateral)

This template can be used to create non-disclosure agreements (NDAs) for publication on a website or in a hosted software application. It is a one-sided agreement which aims to protect information disclosed by the business or institution that publishes the NDA: it will not protect the other party’s information. An acceptance form should be published on the website alongside the NDA. Alternatively, some other acceptance method could be defined in the NDA.

A key question when preparing any NDA is: what information is going to be protected? The default text in this template covers "any information disclosed by or on behalf of the Disclosor to the Recipient during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as 'confidential' or should have been understood by the Recipient (acting reasonably) to be confidential". This text may be supplemented or edited to fit the circumstances in which you use the NDA.

In addition to considering the definition of confidentiality information, you should also consider the scope of the confidentiality obligations. When editing the document, you can choose to either restrict or completely disallow any onward disclosure. Moreover, you need to decide whether the recipient of the information will be obliged to act in good faith, and whether the recipient will be restricted to using the information only for a purpose defined in the NDA.

1. Definitions
2. Term
3. Recipient confidentiality obligations
4. Warranties
5. Termination
6. Effects of termination
7. General

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A copy of this online non-disclosure agreement (unilateral) is included in the following pack:

• Non-disclosure pack