ClauseryFree one-way (unilateral) NDA template (Word)
A unilateral (one-way) non-disclosure agreement where one party (discloser) shares confidential information with another (recipient) and the recipient promises to keep it confidential — common for pitches, investors, advisors and interviews.
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A one-way NDA (or unilateral NDA) is used when only one side is disclosing confidential information — for example pitching an idea to an investor, sharing a business plan with an advisor, sending specs to a manufacturer, or evaluating a candidate.
A mutual NDA is more common for partnerships or two-way discussions; use one-way when you are the only party sharing. Keep it short (1-3 pages), focused, and reasonable in duration.
What to include#
- Parties. Disclosing party and receiving party names, addresses, effective date.
- Purpose and use. Specific purpose for which information is being shared (e.g. evaluating an investment, exploring a partnership) — use is restricted to that purpose.
- Definition of confidential info. Description of what counts as confidential (written, oral, visual), including anything marked or reasonably understood to be confidential.
- Obligations and exclusions. Recipient will hold in confidence, use only for the purpose, restrict access to need-to-know staff under NDA; standard exclusions for public info, prior knowledge, third-party rightful receipt, independently developed, compelled disclosure.
- Term and termination. How long the NDA lasts, how long confidentiality obligations survive, return/destruction of materials, and governing law.
How to fill it in#
Step 1: Pick the right direction
Use one-way when you are the only discloser; mutual when both sides share.
Step 2: Define the purpose narrowly
Limiting use to 'evaluating a potential investment' prevents misuse without blocking the discussion.
Step 3: Set a reasonable term
2-5 years is typical for most commercial NDAs; trade secrets last longer.
Step 4: Don't overreach
Overly broad NDAs get ignored or refused; stick to protecting what you are actually going to disclose.
Step 5: Sign before disclosure
Get the NDA signed before sending materials; if you have to share first, mark everything 'confidential — subject to NDA to follow' and execute promptly.
Related templates and guides
Questions
When do I use one-way vs mutual?
One-way when you alone share confidential information (e.g. pitching an idea, hiring an advisor); mutual when both sides share (e.g. partnerships, vendor diligence).
Will investors sign one-way NDAs?
Most VCs will not sign NDAs before a pitch; share non-confidential details first and reserve sensitive specifics until after relationship/LOI stage.
Is it the same as a confidentiality agreement?
Yes — NDA and confidentiality agreement are interchangeable terms.
How long should it last?
2-5 years post-disclosure is common; perpetual terms are acceptable for trade secrets but unusual for general commercial info.
Can I NDA an idea I pitched orally?
Yes if the NDA covers oral disclosures confirmed in writing within a short window (e.g. 30 days).
These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.