One-Way Non-Disclosure Agreement

and enter this agreement on What date does this agreement take effect?.

The company is the discloser. The other party is the recipient. The confidentiality and use duties below bind the recipient. Confidential information means nonpublic business, financial, technical, or personal information disclosed for What specific business purpose permits use of the information?, in any form, that is marked confidential or reasonably understood to be confidential. It includes copies, analyses, and the existence and terms of the parties’ discussions.

Information is excluded if the recipient can show that it became public without a breach, was already lawfully known without a duty of confidence, was received lawfully from another source without restriction, or was developed independently without using the disclosed information. A public component does not make a confidential combination public.

The recipient may use confidential information only for the stated purpose. It must use reasonable care, and at least the care it uses for its own similar information. It may share information only with representatives who need it for that purpose and are bound by confidentiality duties at least as protective. The recipient remains responsible for their compliance. Sharing with an affiliate requires the discloser’s prior written consent.

The recipient must not reverse engineer disclosed materials, seek intellectual property rights in them, or use them for another person’s benefit. It must promptly report unauthorized access, use, or disclosure and reasonably help contain the harm.

A recipient compelled by law to disclose information must, where legally permitted, give prompt notice and reasonable help seeking protection. It may disclose only what is legally required. Nothing prevents a lawful report to a regulator, protected whistleblowing, or a disclosure that applicable law protects. No prior notice or consent is required for a protected report.

The discloser retains its information and intellectual property. This agreement grants only the limited right to evaluate the stated purpose. It creates no obligation to transact or disclose further information. Information is supplied as is, without a warranty of accuracy or fitness, to the extent law permits. Neither party may disclose information in breach of a third party’s rights.

On request or termination, the recipient must promptly return or destroy the information and confirm completion. It may retain a legally required archive and inaccessible routine backups until ordinary deletion, subject to this agreement and no further business use.

The disclosure period is How long may the parties disclose information under this agreement?. Either party may end future disclosures by written notice. Confidentiality duties continue for How long do confidentiality duties continue after termination (trade secrets remain protected while legally qualifying)? after termination; trade secrets remain protected while they qualify under applicable law. Accrued rights survive. A party may seek available equitable relief for a threatened or actual breach, subject to the court’s requirements.

The law of This step records the law. governs this agreement, without regard to its conflict-of-laws rules.

Except for a claim within a small-claims court's jurisdiction and a claim that law does not permit to be arbitrated, any dispute arising out of or relating to this agreement, including its formation, interpretation, breach, or termination, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in This step records the seat., and conducted confidentially. The arbitrator applies the same law and may award the same remedies a court could. Either party may ask a court of competent jurisdiction for temporary or provisional relief in aid of arbitration, and judgment on the award may be entered in any court of competent jurisdiction. Nothing in this paragraph waives a right that applicable law makes nonwaivable. Notices:

This agreement is the entire agreement on its subject. Changes and waivers must be in writing signed by both parties. Delay in enforcement is not a waiver. An unenforceable provision is severed only to the extent necessary. Neither party may assign without consent, except to a successor in a merger or sale of substantially all relevant assets that assumes these obligations. Electronic signatures and counterparts are effective.