What this document is for

A One-Way NDA, also called a unilateral non-disclosure agreement, is a legal contract used when one party will share confidential information with another party and wants that information protected. It sets out what information is confidential, how the receiving party may use it, who may access it, how long confidentiality obligations last, and what happens if the information is disclosed without permission.

This document is commonly used when a business, founder, employer, consultant, supplier, developer, or service provider needs to disclose sensitive information to a single receiving party for a limited purpose. Examples include investor discussions, supplier negotiations, software demos, client proposals, product development talks, due diligence, vendor onboarding, and early-stage business conversations.

A well-drafted One-Way NDA helps reduce the risk that valuable non-public information will be copied, misused, leaked, or shared with competitors. It creates a written framework that allows the disclosing party to share information more confidently while making the receiving party’s obligations clear from the beginning.

When to use it

Use a One-Way NDA when only one party will be disclosing confidential information and the other party needs to keep that information private.

This document is useful when:

• a startup is sharing a product idea, pitch deck, or business plan with a potential partner
• a company is discussing a project with a freelancer, consultant, or contractor
• a supplier is sharing pricing, processes, or technical information with a prospective client
• a software developer is showing a client proprietary code, systems, or workflows
• a business is disclosing internal information during due diligence or early negotiations
• an employer wants to protect confidential information shared with a candidate or service provider
• a business wants to share customer, operational, or technical data for evaluation purposes
• a founder is discussing a concept with a manufacturer, designer, or external specialist
• a company is onboarding a vendor who will have access to confidential material
• the disclosing party wants written confidentiality obligations in place before documents are sent

A one-way NDA is especially useful when the flow of confidential information goes mainly in one direction and the receiving party does not need equivalent protection in return.

When not to use it

A One-Way NDA is not the right document for every business relationship. Some situations require a mutual NDA or a broader agreement.

You may need a different document if:

• both parties will be sharing confidential information with each other
• the relationship requires a full service agreement, consulting agreement, or employment contract
• the main issue is data protection compliance rather than business confidentiality
• the parties need intellectual property assignment terms in addition to confidentiality
• the information is already public or not commercially sensitive
• the arrangement involves a joint venture, acquisition, or partnership with broader legal terms
• the recipient will also disclose sensitive information and needs the same protection
• the issue is customer personal data and privacy compliance documents are also required
• the parties need a non-compete, non-solicitation, or non-circumvention agreement instead
• local law or regulation requires a more specialized confidentiality document

If both sides will exchange confidential information, a mutual NDA is usually the better choice.

Key clauses explained

A One-Way NDA may seem simple, but the wording matters. The following clauses are usually the most important.

Parties

This section identifies the disclosing party and the receiving party. Use the full legal names of the people or businesses involved.

Definition of confidential information

This clause explains what information is protected. It may include business plans, pricing, product designs, trade secrets, source code, customer data, internal procedures, financial information, strategies, or technical documentation.

Purpose of disclosure

The agreement should state why the information is being disclosed. For example, the purpose could be evaluating a potential deal, performing services, considering a business relationship, or reviewing a product concept.

Permitted use

This clause limits the receiving party’s use of the confidential information to the agreed purpose only. It helps prevent the recipient from using the information for unrelated or competitive purposes.

Exclusions from confidentiality

Most NDAs exclude information that is already public, already known by the receiving party, received lawfully from another source, or independently developed without using the confidential information.

Disclosure to representatives

The NDA may allow the receiving party to share the information with employees, contractors, lawyers, accountants, or advisors who need to know it for the stated purpose and who are also bound by confidentiality obligations.

Security and protection

This section may require the receiving party to take reasonable steps to protect the information from unauthorized access, copying, or disclosure.

Required disclosure by law

An NDA often explains what happens if the receiving party is legally required to disclose the information due to a court order, regulation, or legal process.

Return or destruction of information

This clause addresses what happens to documents, files, notes, and copies when the relationship ends or when the disclosing party requests their return or destruction.

Duration of confidentiality

The agreement should state how long the receiving party must keep the information confidential. This may be a fixed period or, for some trade secrets, as long as the information remains protected by law.

No licence or ownership transfer

A one-way NDA usually makes clear that disclosing confidential information does not give the recipient any ownership rights, licence rights, or permission to exploit the information beyond the agreed purpose.

Remedies

This clause may state that misuse or disclosure of confidential information could cause serious harm and that the disclosing party may seek legal remedies, including damages or injunctive relief.

Governing law

The governing law clause states which jurisdiction’s law applies. This matters because NDA enforcement varies between countries, states, and regions.

Jurisdiction notes

The enforceability of a One-Way NDA depends on local contract law, confidentiality law, trade secret rules, and the nature of the information involved. Some jurisdictions are more willing to enforce NDAs than others, especially where the definition of confidential information is clear and the restrictions are reasonable.

Before using this One-Way NDA, check local rules on:

• enforceability of confidentiality clauses
• trade secret protection
• permitted duration of confidentiality obligations
• whether confidential information must be clearly identified
• disclosure obligations in regulated sectors
• electronic signatures and contract validity
• remedies for breach of confidentiality
• data protection and privacy rules if personal data is involved
• cross-border enforcement issues
• competition law concerns in dealings between competitors

If the agreement involves cross-border business, regulated information, or highly sensitive technology, it is important to make sure the governing law and dispute provisions are suitable for the parties and the transaction.

How to fill this out correctly

To complete a One-Way NDA properly, make sure the document matches the actual information flow and the purpose of the disclosure.

1. Enter the full legal names of both parties.
   Identify clearly who is disclosing the confidential information and who is receiving it.

2. State the purpose of the disclosure.
   Explain why the information is being shared, such as evaluating a service relationship, product opportunity, or commercial deal.

3. Define confidential information carefully.
   Make the definition broad enough to protect sensitive material, but specific enough to be practical and enforceable.

4. Include reasonable exclusions.
   Standard exclusions help make the agreement balanced and clearer to interpret.

5. Limit the permitted use.
   State that the receiving party may only use the information for the agreed purpose.

6. Address who may see the information.
   If employees or advisors may access the information, the agreement should say so and require confidentiality protections for them as well.

7. Set the confidentiality period.
   Choose a period that makes sense for the type of information involved.

8. Add return or destruction obligations.
   State what happens to the information after the discussions or project end.

9. Review the governing law clause.
   Make sure it is practical and suitable for the location of the parties and the nature of the relationship.

10. Have both parties sign and date the agreement.
    Each party should keep a signed copy before confidential information is shared.

A good one-way NDA should reflect the real business purpose and clearly explain how the receiving party must handle the information.

Common mistakes

One-way NDAs often become weak or difficult to enforce when they are not tailored properly. Common mistakes include:

• using a one-way NDA when both sides are actually disclosing information
• failing to describe the disclosure purpose clearly
• defining confidential information too vaguely or too broadly
• forgetting standard exclusions
• not limiting the permitted use of the information
• failing to address disclosure to employees or advisors
• leaving the confidentiality period unclear
• not explaining what happens to information at the end of the relationship
• using the wrong legal names for the parties
• assuming an NDA automatically transfers intellectual property rights
• sharing confidential information before the NDA is signed
• not checking whether privacy or data protection obligations also apply
• keeping no signed copy of the agreement
• using generic wording that does not match the actual context

A one-way NDA should protect the disclosing party without creating unnecessary ambiguity about what the receiving party can and cannot do.

Before you sign checklist

Before signing this One-Way NDA, review the following:

• Confirm the full legal name of the disclosing party
• Confirm the full legal name of the receiving party
• Check the purpose of the disclosure
• Review the definition of confidential information
• Confirm the exclusions from confidentiality
• Check the permitted use clause
• Review whether employees, contractors, or advisors may access the information
• Confirm the confidentiality period
• Check the return or destruction provisions
• Review required disclosure by law wording
• Confirm the no-licence or ownership clause
• Check the governing law clause
• Make sure the agreement matches the actual information flow
• Ensure both parties understand the obligations before signing
• Sign and date all required pages
• Keep a signed copy before any confidential material is shared

Completed sample

Below is an example of how a One-Way NDA might look once completed. This sample is for illustration only.

Disclosing Party:
Atlas Growth Studio (Pty) Ltd

Receiving Party:
Jordan Naicker Consulting

Purpose of Disclosure:
To allow the receiving party to review confidential business and marketing information for a possible consulting engagement

Confidential Information Includes:

• internal marketing strategy
• customer acquisition data
• pricing structures
• campaign performance reports
• sales process documentation
• growth plans
• non-public financial projections

Permitted Use:
The receiving party may use the confidential information only to evaluate and discuss the proposed consulting engagement.

Authorized Recipients:
The receiving party may disclose the confidential information only to employees or professional advisors who need to know it for the stated purpose and who are bound by confidentiality obligations.

Confidentiality Period:
Three years from the date of disclosure, or longer where applicable trade secret law protects the information.

Return or Destruction:
On request by the disclosing party, the receiving party must return or securely destroy all confidential materials, subject to any legal retention obligations.

Governing Law:
Laws of the Republic of South Africa

Signatures:
Disclosing Party: ____________________
Receiving Party: ____________________
Date: ____________________

FAQ

What is a one-way NDA?

A one-way NDA is a confidentiality agreement where one party shares confidential information and the other party agrees to keep it private and use it only for a stated purpose.

How is a one-way NDA different from a mutual NDA?

A one-way NDA protects confidential information flowing in one direction only. A mutual NDA is used when both parties will share confidential information.

What kinds of information can a one-way NDA protect?

It can protect many types of non-public information, including business plans, trade secrets, pricing, product ideas, customer information, source code, financial data, and internal strategies.

Is a one-way NDA legally binding?

In many cases, yes. A properly drafted and signed one-way NDA can be legally binding, subject to the law of the relevant jurisdiction.

Does a one-way NDA protect intellectual property ownership?

Not by itself. An NDA helps protect confidentiality, but it does not automatically transfer ownership of ideas, inventions, code, or other intellectual property.

Can the receiving party share the information with employees or advisors?

Usually only if the agreement allows it and those people need the information for the agreed purpose and are also bound by confidentiality obligations.

How long should confidentiality last?

That depends on the type of information and local law. Many agreements use a period such as two to five years, while some trade secret obligations may last longer.

Should I get legal advice before using a one-way NDA?

That can be a good idea, especially for cross-border deals, technology disclosures, investor discussions, regulated information, or situations involving highly sensitive trade secrets.

Related resources

You may also find these documents and guides useful:

• Non-Disclosure Agreement (Mutual)
• Independent Contractor Agreement
• Service Agreement
• Employment Contract
• GDPR Data Processing Agreement
• Consulting Agreement
• Terms and Conditions
• Letter of Intent
• Partnership Agreement
• Shareholders Agreement