Confidentiality Agreement/NDA: one way – short

A short form NDA, in the form of a letter agreement, where only one party will disclose confidential information to the other party, for use in general business transactions and joint ventures.  It covers the principal legal protections for the benefit of the disclosing party.

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When do I use this document?

  • for general business transactions or joint ventures
  • where only one party will disclose confidential information
  • for a shorter form NDA with principal legal protections for the discloser

What are the key features?

  • 17 paragraphs over 3 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
  • duration of agreement

What other documents are available?

For a longer 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 a business sale transaction
  • where confidential information about the target business will be disclosed to a potential buyer
  • for a longer form NDA with strong legal protections for the seller 

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 the seller 
  • prohibition on the buyer poaching the seller’s employees
  • contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller 
  • 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 buyer. 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 docs are available?

For a shorter form of confidentiality agreement for a business sale transaction, see

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 04/11/2025

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