A one-way NDA protects confidential information shared by a single Disclosing Party — for example a company sharing plans with a contractor, vendor, or job candidate who won’t be sharing anything sensitive back. Only the Receiving Party carries confidentiality obligations. Download the ready-to-fill template below, or read the full clause checklist first — it covers what a solid one-way NDA needs and the mistakes that most often make one weak.
A complete, ready-to-fill PDF — 11 clauses, blanks for every detail, and a signature block for both parties. Free, no email, no account. Read it and adapt it before you use it; the cover page explains what it can and cannot do for you.
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This document is a general-purpose template provided for information only. It is not legal advice, it does not create a lawyer–client relationship, and nobody has reviewed it against your situation.
Laws differ by country, state and province, and they change. A clause that is standard in one place can be unenforceable — or illegal — in another. Terms that are ordinary between two businesses can be void in a consumer or employment context.
Read every clause before you use it, fill in every blank, and delete anything that does not apply. For anything high-value, unusual, or that you could not afford to lose a dispute over, have a qualified lawyer in your jurisdiction review it before it is signed.
Disclosing & receiving party names
Full legal names (or company names) for the party sharing information (the Disclosing Party) and the party receiving it (the Receiving Party). Unlike a mutual NDA, these roles are fixed — they don’t switch.
Effective date
The date the confidentiality obligations start — often the date of signing, but state it explicitly.
Definition of confidential information
What actually counts as confidential — documents, source code, pricing, customer lists, verbal disclosures, etc. Vague definitions are the #1 source of disputes.
One-directional obligations
Every duty in the document should bind only the Receiving Party. If you see “each Party shall...” anywhere, that’s leftover mutual-NDA language and needs to be one-way.
Permitted use
What the Receiving Party is allowed to do with the information — usually limited to evaluating a specific deal, project, or relationship.
Exclusions (already-public info)
Information that was already public, already known, or independently developed shouldn’t be covered. Every NDA needs this carve-out.
Term / duration
How long confidentiality obligations last — commonly 1–5 years, sometimes indefinitely for trade secrets. State it as a fixed period.
Return or destruction of information
What happens to shared materials when the relationship ends — return, delete, or destroy, and by when.
Governing law
Which jurisdiction’s law applies if there’s ever a dispute. Matters most when the parties are in different states or countries.
Signatures & date
Both parties sign and date the agreement. Until this happens, nothing in the document is binding.
Fill in the template above in any PDF editor, then send it to the other party for signature. They sign online and never need an account, and the finished file comes back sealed with an audit certificate showing who signed, when, and from where.
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