Non-Disclosure Agreement (One-Way)

# NON-DISCLOSURE AGREEMENT

**Effective Date:** {{effective_date}}

This Non-Disclosure Agreement ("Agreement") is entered into by:

**Disclosing Party:**
{{disclosing_party_name}}
{{disclosing_party_address}}

**Receiving Party:**
{{receiving_party_name}}
{{receiving_party_address}}

## 1. PURPOSE

The Disclosing Party possesses certain confidential and proprietary information relating to {{business_purpose}} and wishes to disclose this information to the Receiving Party for the purpose of {{disclosure_purpose}}.

## 2. CONFIDENTIAL INFORMATION

"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to:

- Business plans and strategies
- Financial information
- Customer and supplier information
- Technical data, trade secrets, and know-how
- Product plans and designs
- Software and source code
- Marketing and sales information

## 3. OBLIGATIONS

The Receiving Party agrees to:

- Hold all Confidential Information in strict confidence
- Not disclose Confidential Information to any third party without prior written consent
- Use the Confidential Information solely for the purpose stated above
- Protect Confidential Information using at least the same degree of care used to protect its own confidential information

## 4. EXCLUSIONS

This Agreement does not apply to information that:

- Is or becomes publicly available through no fault of the Receiving Party
- Was rightfully known to the Receiving Party prior to disclosure
- Is independently developed by the Receiving Party
- Is rightfully obtained from a third party without restriction

## 5. TERM

This Agreement shall remain in effect for {{term_years}} years from the Effective Date.

## 6. RETURN OF MATERIALS

Upon request or termination, the Receiving Party shall return or destroy all Confidential Information and any copies thereof.

## 7. GOVERNING LAW

This Agreement shall be governed by the laws of {{governing_state}}.

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**DISCLOSING PARTY**

Signature: {{disclosing_party_signature}}
Name: {{disclosing_party_signer_name}}
Title: {{disclosing_party_title}}
Date: {{disclosing_party_date}}

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**RECEIVING PARTY**

Signature: {{receiving_party_signature}}
Name: {{receiving_party_signer_name}}
Title: {{receiving_party_title}}
Date: {{receiving_party_date}}