Confidentiality Agreement/NDA: one way – long

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

• NDA: one-way (short). 

For forms of confidentiality agreement where both parties will disclose confidential information to the other see

• NDA: mutual (long)
• NDA: mutual (short)