Unilateral Non-Disclosure Agreements (UNDAs) are legal contracts that protect sensitive information exchanged between parties. Unlike bilateral NDAs, where both parties agree to keep information confidential, unilateral NDAs only bind one party to confidentiality. This is often used when a company shares proprietary information with a potential partner or vendor who doesn’t need to disclose any of their own information in return.
Key Components of a Unilateral NDA
1. Parties: Clearly identify the disclosing party (the entity sharing the confidential information) and the receiving party (the entity receiving the information).
2. Confidential Information: Define what constitutes confidential information. This should be specific and include examples such as trade secrets, proprietary technology, customer lists, financial data, and any other information that the disclosing party deems sensitive.
3. Obligations of the Receiving Party: Outline the receiving party’s obligations to maintain the confidentiality of the disclosed information. This should include provisions prohibiting the receiving party from disclosing or using the information for any purpose other than that agreed upon.
4. Exceptions: Specify any exceptions to the confidentiality obligation. These might include information that is already publicly known, information that is independently developed by the receiving party, or information that is required to be disclosed by law.
5. Term and Termination: Establish the term of the NDA, indicating how long the confidentiality obligations will remain in effect. Also, include provisions for termination of the NDA, such as upon completion of the agreed-upon project or in the event of a breach of the agreement.
6. Governing Law and Jurisdiction: Specify the governing law that will apply to the NDA and the jurisdiction where any disputes will be resolved.
7. Entire Agreement: Include a boilerplate clause stating that the NDA constitutes the entire agreement between the parties, superseding any prior or contemporaneous communications or agreements.
8. Severability: Add a severability clause providing that if any provision of the NDA is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Design Considerations for a Professional NDA
1. Clarity and Conciseness: Use clear and concise language throughout the NDA. Avoid legal jargon that may be difficult for non-lawyers to understand.
2. Professional Formatting: Use a professional font and font size that is easy to read. Ensure consistent formatting throughout the document.
3. Headings and Subheadings: Use clear headings and subheadings to organize the NDA and make it easier to navigate.
4. White Space: Incorporate adequate white space to improve readability and make the document less overwhelming.
5. Logo Placement: Consider including the logos of both parties at the top of the document to enhance professionalism and credibility.
Sample NDA Template
[Your Company Name]
UNILATERAL NON-DISCLOSURE AGREEMENT
This Unilateral Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date] by and between [Disclosing Party Name] (the “Disclosing Party”) and [Receiving Party Name] (the “Receiving Party”).
1. Confidential Information:
2. Obligations of the Receiving Party:
3. Exceptions:
4. Term and Termination:
5. Governing Law and Jurisdiction:
6. Entire Agreement:
7. Severability:
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[Disclosing Party Name]
[Authorized Signature]
[Receiving Party Name]
[Authorized Signature]
Conclusion
A well-crafted unilateral non-disclosure agreement is a valuable tool for protecting sensitive information and fostering trust between parties. By carefully considering the key components and design elements outlined above, you can create a professional and legally sound NDA that effectively safeguards your proprietary information.
