Simple confidentiality agreement (NDA): one way

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What's a simple confidentiality agreement (NDA): one way, and when do you need it?

This is a simple confidentiality agreement.

It is one-way - meaning that it's the kind of document that you'd want to consider if, for example, you're engaging the services of someone for a short period and they'll have access to your confidential information during that period. You, on the other hand, are not gaining access to their confidential information and/or they do not need you to provide them with any assurances of confidentiality in return.

If you want a template for a situation where you and someone else outside your business will be disclosing confidential information to each other, you'll need our confidentiality agreement (two-way) template.

The drafting here is also deliberately light-touch. If you are extensively sharing confidential information that has a major value to your business, you may want to consider our standard one-way confidentiality agreement, which contains a more extensive set of provisions.

The template here suits a situation where for example, you're bringing on board an agency worker, where you have a wider services agreement with the agency itself, but not with the individual in question. It would also work well in circumstances where you want to share some ideas with an expert or a peer, and you want the comfort of knowing that you can share your IP and ideas and there is, as yet, no other contract containing confidentiality obligations in place between you.

Our agreement is drafted as a deed, which means that it will need to be witnessed (you can use our normal, simple e-signature feature to do this at no extra cost.) Our experts created it as a deed because it is a stronger form of contract in circumstances where you are disclosing valuable information to someone else in return, at this stage, for nothing concrete on their part, and there may be no other contractual relationship between you as protection for you. Incorporating witnesses into the signature provisions is designed it make clear, in unequivocal terms, that both parties fully understood what they were signing and intended to agree the terms set out in the deed.

It's not an absolute protection - because anyone can whisper a trade secret to someone else and you may never know, or not have the budget to pursue the discloser in law. However, it's a strong symbol of good faith and business integrity on the part of the recipient, who will value their own reputation for this - and that can often count for as much, in business, as a legal threat