Commercial & IP generatorSingapore
One-Way Non-Disclosure Agreement (Singapore)
A one-directional confidentiality agreement under Singapore law, where one party (the Discloser) shares confidential information and the other (the Recipient) is bound to protect it. Used when only your side is disclosing.
What is a One-Way Non-Disclosure Agreement?
A One-Way Non-Disclosure Agreement (Singapore) is a one-directional confidentiality agreement under Singapore law. One party (the Discloser) shares confidential information and the other (the Recipient) is bound to protect it. Use it when only your side is disclosing.
A founder pitching a product to a prospective customer, vendor or contractor, a company sharing data with a service provider, or anyone disclosing sensitive information where the other side has nothing confidential to give back.
One-Way Non-Disclosure Agreement template, current for 2026
Native Singapore drafting with a PDPA data-breach clause and SIAC/Singapore-courts options; uses ACRA UEN entity identifiers rather than US EIN/state framing.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your One-Way Non-Disclosure Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Who is the Discloser (the party sharing confidential information)? This is your side, the party whose confidential information is being protected. Capture the legal name and entity type for the signature block and party definition.
- Discloser's ACRA Unique Entity Number (UEN), if a Singapore entity. The UEN issued by ACRA identifies the Discloser precisely in the party-definition line. Leave blank if the Discloser is a foreign entity or an individual.
- Discloser's registered office address. Rendered in the party-definition line and used by the Notices clause, which refers to each Party's registered office stated above. Give the full registered address.
- Who is the Recipient (the party receiving and protecting the information)? This is the other side, the party bound to keep the information confidential. Only they take on obligations in a one-way NDA.
- Recipient's ACRA Unique Entity Number (UEN), if a Singapore entity. The UEN issued by ACRA identifies the Recipient precisely in the party-definition line. Leave blank if the Recipient is a foreign entity or an individual.
- Recipient's registered office address. Rendered in the party-definition line and used by the Notices clause for service on the Recipient. Give the full registered address.
- What is the effective date of this Agreement? The date the confidentiality obligations begin. Usually the date of signing or the date disclosures start.
- What is the permitted purpose for which the information may be used? The Recipient may only use the information for this stated purpose, for example evaluating a potential investment in the Discloser. A tightly drafted purpose is the core protection in an NDA.
- Briefly describe the context or transaction prompting the disclosure (optional). Adds a recital giving business context, for example discussions regarding a Series A financing. Helps interpret scope if a dispute arises.
- Will any Confidential Information include personal data regulated by the PDPA? Select Yes if the Discloser may share personal data about identifiable individuals, such as customer, employee or investor records. This adds a Personal Data and PDPA Compliance clause requiring PDPA-compliant handling, reasonable security, breach notification within 72 hours so the Discloser can assess its Part 6A notifiable-breach duty, and deletion or return on request.
- For how many years after disclosure must confidentiality be maintained? The survival period for ordinary confidential information. Under Singapore law parties commonly use 3 to 5 years; trade secrets are typically protected indefinitely, handled separately below.
- Should trade secrets stay protected for as long as they remain trade secrets, even after the fixed term ends? Singapore protects trade secrets through the equitable duty of confidence with no fixed time limit. Selecting Yes keeps genuine trade secrets protected even after the fixed period lapses.
- For how many years may the Discloser continue to make disclosures under this Agreement? The disclosure window, or term of the Agreement itself, distinct from the survival period. After this, no new information is exchanged, but existing obligations continue.
- To whom inside the Recipient's organisation may the information be disclosed on a need-to-know basis? Defines Representatives. Broader groups increase leakage risk but ease practical use. The Recipient stays liable for any breach by these people.
- Include a security-incident notification covenant requiring the Recipient to report and help contain any unauthorised use or disclosure? A Discloser-favourable draft obliges the Recipient to maintain reasonable safeguards, notify the Discloser within 72 hours of any actual or suspected breach affecting Confidential Information, and cooperate in containment and mitigation. This is distinct from the compelled-disclosure clause, which covers legally required disclosures only.
- Include an express residuals exclusion in the Discloser's favour? A residuals clause would let the Recipient freely use information retained in the unaided memory of its staff. For a Discloser-favourable NDA we recommend Yes, which expressly excludes any residuals or unaided-memory exception so all use of Confidential Information stays subject to the Agreement.
- On termination or on request, must the Recipient return or destroy the Discloser's information? Standard NDA hygiene. Destroy with certification is cleaner for digital data; return suits physical originals.
- May the Recipient retain copies required by law or held in routine electronic backups? Most organisations cannot fully purge automated backups or must retain records for regulatory or audit reasons. This carve-out keeps such copies subject to ongoing confidentiality.
- Include a non-solicitation of the Discloser's employees? Prevents the Recipient poaching key staff it meets during the engagement. Singapore courts enforce reasonable, time-limited non-solicits; overbroad ones risk being void as a restraint of trade.
- If included, how many months should the non-solicitation last? Keep it reasonable, commonly 6 to 12 months, so it survives Singapore restraint-of-trade scrutiny.
- Prohibit the Recipient from publicising the existence of the discussions or this Agreement? Keeps the very fact of the talks confidential, which matters in M&A, financings, and sensitive commercial deals.
- State that the Discloser may seek injunctive relief for breach (in addition to damages)? Confidentiality breaches cause irreparable harm that damages cannot cure. This clause supports an application for urgent injunctive or interim relief, mapped to the forum you choose below, including the SIAC emergency arbitrator where arbitration applies.
- How should disputes be resolved? Singapore courts are efficient and NDA-friendly. SIAC arbitration offers confidentiality and cross-border enforceability; it is often preferred where the Recipient is foreign, and it provides an emergency arbitrator for urgent interim relief.
- Confirm governing law. This is a Singapore-law NDA. Confirm the laws of Singapore govern; change only if the parties have specifically agreed otherwise.
- Discloser's email address for formal notices. Used in the Notices clause so breach warnings and return-of-materials requests reach the right inbox.
- Recipient's email address for formal notices. Used in the Notices clause for service on the Recipient.
- Name of the person signing for the Discloser. Appears in the signature block.
- Title of the Discloser's signatory. For example Director. Confirms authority to bind the entity.
- Name of the person signing for the Recipient. Appears in the signature block.
- Title of the Recipient's signatory. For example Managing Director. Confirms authority to bind the entity.
Frequently asked
About the One-Way Non-Disclosure Agreement and how HDAi works.
What is a One-Way Non-Disclosure Agreement (Singapore)? +
A One-Way Non-Disclosure Agreement (Singapore) is a one-directional confidentiality agreement under Singapore law, where one party (the Discloser) shares confidential information and the other (the Recipient) is bound to protect it. It is used when only your side is disclosing, by a founder pitching a product to a prospective customer, vendor or contractor, a company sharing data with a service provider, or anyone disclosing sensitive information where the other side has nothing confidential to give back.
Is HDAi's One-Way Non-Disclosure Agreement (Singapore) legally binding? +
The One-Way Non-Disclosure Agreement (Singapore) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. Every HDAi draft can be routed to a Hart David Carson attorney, who reviews the commercial terms from a US-law perspective after a planning call and, because this document is governed by foreign law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this One-Way Non-Disclosure Agreement (Singapore)? +
You can generate and download the One-Way Non-Disclosure Agreement (Singapore) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this One-Way Non-Disclosure Agreement (Singapore) current for 2026? +
It is drafted natively for Singapore, with a PDPA data-breach clause, SIAC or Singapore-courts options, and ACRA UEN entity identifiers in place of US EIN/state framing.
How long does the One-Way Non-Disclosure Agreement (Singapore) take? +
Estimated time about 15 min (30 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this One-Way Non-Disclosure Agreement (Singapore) work in Singapore? +
Yes. This version is drafted for Singapore law and terminology. It is not a relabeled U.S. form. A licensed attorney coordinates with locally admitted counsel where required.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.