One-way Non-disclosure Agreement
This One-way Non-disclosure Agreement is made between [Discloser name] (the "Discloser") and [Recipient name] (the "Recipient") as of the date of the last signature below.
1. Purpose
The Discloser will share confidential information with the Recipient so the parties can [describe the purpose].
2. What is confidential
Confidential information is any non-public information the Discloser shares for that purpose that is marked confidential or that a reasonable person would understand to be confidential. It does not include information that is public, that the Recipient already knew, or that the Recipient develops on its own.
3. Obligations
The Recipient will use the information only for the purpose, protect it with reasonable care, share it only with people who need it and are bound to keep it confidential, and return or destroy it when asked. These duties last [three years] from each disclosure. The Recipient may disclose what the law requires, after telling the Discloser where it lawfully can.
4. No licence
The Discloser keeps all rights in its information. Nothing here grants a licence or obliges either party to do business with the other.
5. General
This agreement is governed by the laws of [state]. It is the entire agreement between the parties on its subject and may be changed only in writing signed by both. It may be signed electronically and in counterparts.