Confidentiality Agreement/NDA: one way – long
A comprehensive NDA, in the form of an agreement, for the unilateral disclosure of confirmation information and for use in general business transactions and joint ventures. It contains robust legal protections for the benefit of the disclosing party.
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When should I use this document?
- for general business transactions or joint ventures
- where only one party will disclose confidential information
- for a longer form NDA with strong legal protections for the discloser of information
What are the key features?
- 17 clauses over 9 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to its owner
- prohibition on poaching the disclosing party’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the disclosing party
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement:
- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
What other documents are available?
For a shorter form of one way confidentiality agreement, see
For forms of confidentiality agreement where both parties will disclose confidential information to the other see
When do I use this document?
- for specific amendments to be made to a contract or agreement
- as an alternative to an Amendment & Restatement Agreement
- for a contract governed by English law
What are the key features?
- letter agreement between the contract parties
- consideration stated for the contract variation
- alternative wording for wording additions and deletions and inclusion of new clauses
What else do I need to know?
The parties to a contract may negotiate new or different terms for their agreement. This might be due to a change in circumstances which result in the parties agreeing new terms or perhaps a change which is negotiated as a consequence of one party not being able to comply with the original agreement.
This document is an agreement pursuant to which the parties agree to amend specific terms of their agreement. It is suitable for a contract which is governed by English law. Going forward, the original agreement and the amendment agreement will, together, comprise the form of the agreement.
An alternative to having two documents going forward (with the possibility of there being additional documents if further changes are made) would be to replace the original contract in its entirety but in its amended form. This is achieved by amending and restating the original contract by entering into an “amendment & restatement agreement”.
What other documents are available?
For an Amendment & Restatement Agreement, see
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Updated by a lawyer on 04/11/2025
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