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Things you need to know about Unilateral Non-Disclosure Agreement.


1. What is a Unilateral Non-Disclosure Agreement?

A Unilateral Non-Disclosure Agreement (“NDA”) facilitates the sharing of confidential business information and trade secrets between persons or organizations.  Under the NDA one party shares confidential information to another who agrees to keep the said information confidential and not to disclose the same.

An NDA contains basic terms such as (1) what is defined as confidential information; (2) what is excluded from the definition of confidential information; and (3) under what circumstances the confidential information may be disclosed.  With Legal Tree you can create an NDA with only the most basic terms or you can make it as detailed and complex as needed for your business.


2. When do you need a Unilateral Non-Disclosure Agreement?

A Unilateral NDA is necessary if you will share confidential business information and trade secrets with another person or organization.  For instance, an NDA is advisable if you will hire a consultant or expert who will need access to confidential information to perform his job.

A Unilateral NDA allows both parties to know their respective duties and obligations when it comes to any confidential information and to be held liable for any violation of the NDA (i.e. unauthorized disclosure of the confidential information).


3. What’s the difference between a Unilateral NDA and a Mutual NDA?

A Unilateral NDA has only one party disclosing confidential information (the “discloser”) to the other party (the “recipient”).  The discloser shares confidential information to the recipient while the recipient agrees to keep the information confidential and not to disclose the same.

On the other hand a Mutual NDA involves both parties mutually sharing confidential information with each other and agreeing not to disclose said information. 


4. How can a Unilateral Non-Disclosure Agreement protect you?

Businesses will necessarily share confidential business information and trade secrets with each other over the course of certain transactions.  A Unilateral NDA protects both parties by maintaining the confidentiality of such information and preventing leaks to 3rd persons, particularly competitors.  The agreement also allows a party to hold the other liable for any breach of the NDA by resorting to legal action.

If a party violates the NDA the injured party can resort to legal action by (1) filing an injunction suit (to prevent the unauthorized disclosure of confidential information); (2) claiming damages; and (3) claiming any other penalty as agreed upon in the NDA. 


5. What information do you need to create the Unilateral Non-Disclosure Agreement?

To create your Unilateral NDA you’ll need the following minimum information:

  1. The type of discloser (i.e. individual or business) as well as name and details (i.e. nationality and address)
  2. The type of recipient (i.e. individual or business) as well as name and details (i.e. nationality and address)
  3. The period which the parties are required to keep the information confidential
  4. The consequences for violating the NDA.

Related Documents.

Activities that involve a Unilateral Non-Disclosure Agreement sometimes use the following documents. You may be interested in them:

Document Name