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?
- when a shareholder waives their pre-emption rights on the transfer of shares by another shareholder
- when the shareholder agrees to waive its first refusal rights under either the company’s Articles of Association or Shareholders Agreement
What are the key features?
- different forms of waiver, depending on whether the waiving shareholder is an individual or a company
- optional wording based on whether the pre-emption rights arise under either the Articles of Association or Shareholders Agreement
- waiver in the form of a Deed
What else do I need to know?
When do pre-emption rights apply on a share transfer?
Shareholders may have pre-emption rights in relation to the proposed transfer of existing shares in the company by another shareholder.
Pre-emption rights exist and operate as a right of first refusal, allowing non-transferring shareholders to acquire shares in proportion to their existing number of shares for the same cash consideration as the selling shareholder proposes to sell them to a third party and before the shares can be acquired by another party. The buyer could be another current shareholder or someone who is not already a shareholder.
Pre emption rights arise from either the company’s Articles of Association or the company’s Shareholders Agreement (or possibly both). They will not apply if the company does not have a Shareholders Agreement and has adopted, without amendment, the Model Articles for private limited companies. The Companies Act 2006 does not contain a statutory pre-emption right on the transfer of shares. See Articles of Association – pre-emption (share transfer) for pre-emption rights to include in Articles of Association by passing a special resolution.
A non-transferring shareholder can elect not to accept the offer to purchase the shares and instead to waive their pre-emptive rights in relation to a proposed transfer. To do so, the non-transferring shareholder should sign a waiver of pre-emption rights.
What other documents are available?
For a deed of waiver disapplying pre-emption on a proposed allotment of new shares, see
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Updated by a lawyer on 04/11/2025
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