Commercial & IP generatorUAE · DIFC
One-Way Non-Disclosure Agreement (DIFC)
A one-directional confidentiality agreement under DIFC law where one party discloses and the other receives and protects.
What is a One-Way Non-Disclosure Agreement?
A One-Way Non-Disclosure Agreement (DIFC) is a one-directional confidentiality agreement under DIFC law. One party discloses, and the other receives the information and protects it.
A DIFC or UAE company disclosing confidential information to a recipient who shares nothing back, as when it pitches investors, briefs a contractor, evaluates a supplier, or onboards an adviser.
One-Way Non-Disclosure Agreement template, current for 2026
DIFC-native disclosure framing, DP Law 2020 handling for shared personal data, and a DIAC/DIFC Courts forum choice.
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.
- What is the effective date of this Agreement? The date the confidentiality obligations begin. Defaults to the date of signature if left blank.
- Who is the Disclosing Party (the party sharing confidential information)? The entity or person that owns and will disclose the confidential information. Capture legal name, entity type, jurisdiction of formation, and registered address.
- Who is the Receiving Party (the party receiving and protecting the information)? The entity or person that receives, evaluates, and must protect the confidential information. Capture legal name, entity type, jurisdiction, and address.
- What is the Purpose for which the information is being shared? Define the permitted purpose narrowly; the Receiving Party may only use the information for this. For example, 'evaluating a potential investment in, or acquisition of, the Disclosing Party.' A tight Purpose is your main protection against misuse.
- How would you describe the confidential information being shared (optional)? Optional. A short description of the subject matter (e.g., financial models, source code, deal terms, trade secrets). Helps courts identify what was protected. The definition of Confidential Information stays broad regardless.
- May the Receiving Party share the information with its Representatives (employees, advisers, affiliates)? Almost always yes; a receiving party needs its lawyers, accountants, and staff to evaluate the Purpose. Choosing 'No' restricts disclosure to named individuals only.
- Must information be marked or designated 'confidential' to be protected? 'No' (recommended) protects everything a reasonable person would understand to be confidential, whether or not it is marked. 'Yes' only protects information marked confidential, or oral information confirmed in writing; cleaner but riskier for the discloser.
- Will any personal data be shared under this Agreement? Choose 'Yes' if the Confidential Information will or may include personal data (for example employee, customer, investor, or director details). This adds a dedicated Data Protection clause built on the DIFC Data Protection Law (DIFC Law No. 5 of 2020), covering roles, safeguards, breach notification, and cross-border transfers out of the DIFC.
- How will the Receiving Party handle any shared personal data? 'Independent controllers' (default and recommended for an NDA) means each Party decides the purposes and means of its own Processing. Choose the 'processor' option only if the Receiving Party will Process personal data solely on the Disclosing Party's behalf and on its instructions, which triggers DIFC-equivalent Article 28 controller-to-processor terms (DIFC Schedule 2).
- Should the Agreement expressly reject any residuals or unaided-memory exception? Recommended for a one-way discloser-protective form. Choosing 'Yes' makes clear that retained mental impressions and unaided memory do NOT free the Receiving Party from its obligations, closing a common recipient-side argument. Choosing 'No' omits the express statement.
- For how many years should this Agreement remain in force? The period during which new disclosures may occur and general obligations run. Common range is 2 to 5 years. Trade secrets are typically protected for longer (see next question).
- For how many years after disclosure should confidentiality obligations survive? How long the Receiving Party must keep information secret after it is disclosed (or after the Agreement ends). Often longer than the term itself, e.g., 3 to 7 years. Trade secrets get indefinite protection under a separate clause.
- Should trade secrets be protected indefinitely (for as long as they remain trade secrets)? Recommended. Time-limited confidentiality can inadvertently release genuine trade secrets. This clause keeps trade-secret protection running for as long as the information qualifies as a trade secret at law.
- On request or expiry, must the Receiving Party return or destroy the information? Standard practice. 'Return or destroy' gives the Receiving Party the choice; the Disclosing Party may still request written certification of destruction. Backup or archival copies and regulatory retention are typically carved out.
- Include a non-solicitation of employees clause? Optional. Restricts the Receiving Party from poaching the Disclosing Party's employees it learns of through the process. Note DIFC or UAE enforceability of restraints is fact-sensitive; a general-advertising carve-out is included.
- For how many months should the non-solicitation restriction last? Typically 6 to 12 months from the effective date. Keep it reasonable in duration and scope to support enforceability.
- Prohibit either party from publicizing the discussions or transaction? Recommended for deal contexts. Prevents the Receiving Party (and Disclosing Party) from announcing the relationship or negotiations without consent, subject to legal or regulatory disclosure requirements.
- Which law governs this Agreement? For a DIFC NDA, DIFC law is standard. The DIFC is a common-law free zone with its own courts. Choose the on-shore UAE option only if the parties specifically require it.
- How should disputes be resolved? The DIFC Courts are an English-language common-law court with a strong reputation. Arbitration seated in the DIFC offers confidentiality and cross-border enforceability. Pick the forum that matches the parties' preference.
- Which arbitration rules and administering body? Following the 2021 consolidation, DIAC administers arbitrations seated in the DIFC (the former DIFC-LCIA has been abolished). Select the rules the parties agree to apply.
- How many arbitrators? A sole arbitrator is faster and cheaper; a panel of three is common for higher-value or complex matters.
- Notice email address for the Disclosing Party (optional) Where formal notices to the Disclosing Party should be sent. Leave blank to use the registered address only.
- Notice email address for the Receiving Party (optional) Where formal notices to the Receiving Party should be sent. Leave blank to use the registered address only.
- Name of the person signing for the Disclosing Party The authorized signatory who will execute on behalf of the Disclosing Party.
- Title of the Disclosing Party's signatory e.g., Director, Authorised Signatory, General Counsel.
- Name of the person signing for the Receiving Party The authorized signatory who will execute on behalf of the Receiving Party.
- Title of the Receiving Party's signatory e.g., Director, Authorised Signatory, Partner.
Frequently asked
About the One-Way Non-Disclosure Agreement and how HDAi works.
What is a One-Way Non-Disclosure Agreement (DIFC)? +
A One-Way Non-Disclosure Agreement (DIFC) is a one-directional confidentiality agreement under DIFC law where one party discloses and the other receives and protects. A DIFC or UAE company uses it when it discloses confidential information to a recipient who shares nothing back, as when it pitches investors, briefs a contractor, evaluates a supplier, or onboards an adviser.
Is HDAi's One-Way Non-Disclosure Agreement (DIFC) legally binding? +
The One-Way Non-Disclosure Agreement (DIFC) 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 (DIFC)? +
You can generate and download the One-Way Non-Disclosure Agreement (DIFC) 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 (DIFC) current for 2026? +
It uses DIFC-native disclosure framing, handles any shared personal data under the DP Law 2020, and offers a DIAC or DIFC Courts forum choice.
How long does the One-Way Non-Disclosure Agreement (DIFC) take? +
Estimated time about 14 min (27 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 (DIFC) work in the DIFC? +
Yes. This version is drafted for DIFC 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.