Non-disclosure agreement (one-way)
[Party] and [Party]
This template is not legal advice. It is a plain-English starting point; have a lawyer review it for your deal and your jurisdiction before anyone signs.
1. Parties and purpose
This agreement is dated [Effective date] and is between [Disclosing party] (the "Discloser") and [Receiving party] (the "Recipient"). The Discloser plans to share information with the Recipient so that the Recipient can consider evaluating a possible licence or purchase of a dataset held by the Discloser (the "Purpose"). This agreement sets the rules for how the Recipient handles that information.
2. What counts as confidential
"Confidential Information" means information that the Discloser, or anyone acting for it, gives the Recipient in connection with the Purpose, in any form, if it is marked confidential or a reasonable person would understand it to be confidential. It includes data samples, schemas and field lists, record counts, how and where data was collected, customer and supplier names, prices, and the fact that the parties are talking at all.
3. What is not confidential
Information is not Confidential Information if the Recipient can show that it: (a) was public when shared, or later became public through no fault of the Recipient; (b) was already known to the Recipient, lawfully and without a duty to keep it secret; (c) came to the Recipient lawfully from someone else who was free to share it; or (d) was developed by the Recipient on its own, without using the Confidential Information.
4. How the Recipient must treat it
The Recipient will: (a) use Confidential Information only for the Purpose; (b) share it only with its own employees, officers and professional advisers who need it for the Purpose and who are bound by confidentiality duties at least as strict as these, and the Recipient is responsible if any of them breaks those duties; (c) protect it with at least the care it uses for its own confidential information, and never less than reasonable care; and (d) make copies only when the Purpose needs them.
5. Data samples and records
If the Confidential Information includes data samples or individual records, the Recipient will not: (a) combine them with other data to identify any person; (b) use them to build, train, test or improve any product, model or dataset; (c) contact any person or business that appears in them; or (d) keep them once the Purpose ends, except as clause 8 allows.
6. Disclosure the law requires
If a law, regulation or court order requires the Recipient to disclose Confidential Information, it may disclose only the part that is required. Where the law allows, the Recipient will tell the Discloser first and promptly, so the Discloser can try to limit the disclosure.
7. No licence and no promise to do a deal
All Confidential Information remains the Discloser's property. This agreement gives the Recipient no licence or other right to it beyond using it for the Purpose. Neither party has to enter any further agreement, and either may end the discussions at any time. Information is shared as it is, without any promise that it is accurate or complete; only a signed final agreement can contain such promises.
8. Returning or deleting information
When the Purpose ends, or within ten days after the Discloser asks in writing, the Recipient will return or securely delete the Confidential Information and confirm in writing that it has done so. The Recipient may keep copies that sit in routine backups or that it must keep by law, but those copies stay covered by this agreement.
9. How long it lasts
This agreement covers information shared during the 2 years after the date above. The Recipient's duties for any information last for 3 years after that period ends, except that duties for trade secrets and for personal data last as long as the information remains a trade secret or personal data.
10. Remedies
The Recipient accepts that a breach could cause harm that money alone would not repair, so the Discloser may ask a court for an injunction or similar order, in addition to any other remedy it has.
11. General terms
This agreement is governed by the law of [Governing law]. It is the whole agreement between the parties on this subject and can be changed only in writing signed by both. If any part cannot be enforced, the rest still applies. Neither party may transfer it without the other's written consent, except to a buyer of its whole business. It may be signed in counterparts and electronically.
12. Signatures
For [Disclosing party] Signature: ______________________ Name: ______________________ Title: ______________________ Date: ______________________ For [Receiving party] Signature: ______________________ Name: ______________________ Title: ______________________ Date: ______________________