Skip to content

Free one-way NDA template (unilateral NDA, Word)

A unilateral non-disclosure agreement for when only one side shares confidential information: pitching an idea, hiring a contractor, showing a prototype or sharing financials with a potential buyer.

No sign-up. Your answers stay in your browser. Who it is for: Founders, freelancers and small businesses that need to share something sensitive before a deal is signed.

Updated · Word (.docx) · Free to use and adapt

Need more than one? Download all 87 templates as one .zip file.

What is in the one-way NDA

  • Disclosing and receiving party
  • Purpose of the disclosure
  • What counts as confidential, with standard exclusions
  • Use, disclosure and care obligations
  • Return or destruction, with optional written confirmation
  • Term, with trade secrets protected for as long as they stay secret
  • No licence
  • Governing law and signatures
First page of the free one-way NDA template for Word

Read the full template

This is the complete wording. [Labels] are filled in from your answers, and highlighted text only appears when it applies; hover over it to see when.

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is made on [Effective date] between [Discloser name], [Discloser address] (the "Disclosing Party"), and [Recipient name], [Recipient address] (the "Receiving Party").

1. Purpose

The Disclosing Party will share confidential information with the Receiving Party for the purpose of [Purpose] (the "Purpose").

2. Confidential Information

"Confidential Information" means all non-public information the Disclosing Party shares in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential. It does not include information that is or becomes public through no fault of the Receiving Party, that the Receiving Party already lawfully knew, or that it develops independently.

3. Obligations of the Receiving Party

  1. Use the Confidential Information only for the Purpose.
  2. Not disclose it to anyone except its employees and advisers who need to know it and are bound by similar confidentiality duties.
  3. Protect it with at least reasonable care.
  4. Return or destroy it on request and confirm in writing that it has done so.

4. Term

The obligations in this Agreement last for [Term years] years from the date above. Information that is a trade secret under applicable law stays protected for as long as it remains a trade secret.

5. No licence

Nothing in this Agreement grants the Receiving Party any rights in the Confidential Information other than to use it for the Purpose.

6. Governing law

This Agreement is governed by the laws of [Governing law].

Signatures

[Discloser name]

By: ____________________________

Name and title: [Discloser signatory]

[Recipient name]

By: ____________________________

Name and title: [Recipient signatory]

The questions you answer

Clausery turns the template into a short questionnaire. Optional parts only appear when they apply.

QuestionTypeAsked when
Effective dateDateAlways
Discloser nameShort textAlways
Discloser addressLong textAlways
Recipient nameShort textAlways
Recipient addressLong textAlways
PurposeLong textAlways
Certify destructionYes / noAlways
Term yearsNumberAlways
Governing lawShort textAlways
Discloser signatoryShort textAlways
Recipient signatoryShort textAlways

How to use it

  1. Open it

    Click Fill it in now. The template opens in Clausery with its questionnaire ready.

  2. Answer the questions

    Work through the sections. Drafts save as you type, on your device.

  3. Download the document

    Get a finished Word file with your formatting intact, or print it to PDF.

Prefer to start from your own wording? Download the Word file, edit it, keep the {tags}, and upload it to Clausery. See the template syntax.

Questions

When should I use a one-way NDA instead of a mutual one?

Use a one-way NDA when only you are sharing confidential information. If both sides will share, use the mutual NDA template.

How long should confidentiality last?

Two to five years is common for business information; trade secrets are often protected for as long as they remain secret. You choose the number of years.

Is it really free?

Yes. The download is free, and filling it in with the Clausery app is free too, with unlimited documents. Library templates never count towards a plan limit, and no account or card is needed.

Is my information uploaded anywhere?

No. Clausery runs entirely in your browser. Your answers and the finished document are created and stored on your own device.

Is this legal advice?

No. These are general samples. Laws differ between countries and states, so have the wording reviewed for your situation before you rely on it.

Clauses in this template, explained

Guide: Mutual vs one-way NDA: which one do you need?

All NDA templates: which NDA do you need?

Related templates

All 87 free templates

Business agreements

Freelance contracts

Loans and getting paid

Landlords and tenants

NDAs, letters and sales

HR letters

This template is a general sample and not legal advice. Laws vary by jurisdiction; have it reviewed before use.