Commercial & IP generatorUnited Kingdom
One-Way Non-Disclosure Agreement (England & Wales)
A one-directional confidentiality agreement where only one party (the Discloser) shares confidential information and the other (the Recipient) is bound to protect it. Governed by the law of England & Wales.
What is a One-Way Non-Disclosure Agreement?
A One-Way Non-Disclosure Agreement (England & Wales) is a one-directional confidentiality agreement under the law of England & Wales. Only one party (the Discloser) shares confidential information, and the other (the Recipient) is bound to protect it.
A company or founder who needs to disclose confidential information to a contractor, potential hire, investor or vendor but does not expect to receive confidential information in return.
One-Way Non-Disclosure Agreement template, current for 2026
The 2026 refresh brought alignment with the Trade Secrets (Enforcement, etc.) Regulations 2018, UK GDPR data-handling wording, and the correct English-law remedies position.
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 the confidential information)? This is the party whose confidential information is being protected. Only this party discloses under a one-way NDA.
- Who is the Recipient (the party receiving and protecting the confidential information)? This is the party bound to keep the information confidential and use it only for the agreed purpose.
- What is the effective date of this Agreement? The date the confidentiality obligations begin. Usually the date of signature.
- What is the Purpose for which the confidential information may be used? The Recipient may only use the information for this stated purpose. Keep it specific, because a narrow purpose gives the Discloser stronger protection.
- In a short phrase, what is the subject matter or project this relates to? An optional descriptive label used in the recitals so the document reads naturally. Leave blank if not needed.
- How broadly should 'Confidential Information' be defined? A broad definition captures anything of a confidential nature; a marked-only definition limits protection to information expressly identified as confidential, which some recipients prefer.
- For orally disclosed information, how many days does the Discloser have to confirm it in writing as confidential? Only relevant if you chose the 'marked or confirmed only' definition. A typical window is 14 or 30 days.
- May the Recipient share the information with its own representatives (staff, advisers, group companies)? Almost always yes, because the Recipient needs to involve the people who will do the evaluation. They must be on a need-to-know basis and bound to equivalent confidentiality.
- Will the disclosure include software, source code, prototypes, samples or other technology that should not be reverse engineered? If yes, the template adds a no-reverse-engineering, no-decompilation covenant to the confidentiality obligations, with a narrow carve-out for anything the law does not permit to be excluded.
- Might the Confidential Information include inside information about a listed company or its securities? If the discussions touch a public company, a fund, or other securities, the template adds an insider-dealing and market-abuse acknowledgement citing the Criminal Justice Act 1993 (Part V) and the UK Market Abuse Regulation.
- For how many years should this Agreement remain in force (its Term)? This is the in-force period of the Agreement itself, measured from the effective date. A common Term is 2 or 3 years, during which further disclosures may be made. Survival of the confidentiality obligation is set separately below.
- For how many years should the confidentiality obligations survive after the last disclosure? This is the protection period, measured from the date the last piece of Confidential Information is disclosed. Common survival periods are 3, 5 or 7 years. Trade secrets can be protected for longer (see the next question).
- Should genuine trade secrets remain protected indefinitely, after the survival period ends? The usual position in England and Wales is that information qualifying as a trade secret stays protected for as long as it remains a trade secret, rather than only for the fixed survival period.
- On request or on expiry, how many days does the Recipient have to return or destroy the information? A typical period is 10, 14 or 30 days after a written request from the Discloser.
- May the Recipient keep archival/backup copies to meet legal, regulatory or record-keeping requirements? Most recipients need this carve-out for automatic backups and compliance retention. Retained copies stay subject to confidentiality.
- Should the existence of discussions and this Agreement itself be kept confidential? For sensitive matters (e.g. a possible transaction), the fact that talks are happening is itself confidential.
- Is this NDA for a possible merger, acquisition or investment where the Recipient should agree not to make a hostile approach (a standstill)? In an M&A or transaction context, a standstill stops the Recipient from buying shares or launching a bid while it holds the Discloser's confidential information. Omit it for ordinary commercial or vendor NDAs.
- For how many months should the standstill undertaking last? A typical standstill runs 6 to 18 months from the date of the Agreement. Twelve months is common.
- Should the Recipient be restricted from soliciting the Discloser's key employees? A limited, mutual-comfort non-solicit is common. It should be time-limited and carve out general advertising and unsolicited approaches to remain enforceable under English law.
- For how many months should the non-solicitation restriction last? Keep it modest (6 to 12 months) so it remains reasonable and enforceable.
- Will any personal data be shared under this Agreement? If personal data may be exchanged, the template adds a UK GDPR / Data Protection Act 2018 compliance clause.
- Include an acknowledgement that damages may be inadequate and injunctive relief is available? Standard in confidentiality agreements; supports the Discloser seeking an injunction to stop a breach.
- How should disputes be resolved? Choose the courts of England and Wales (default and simplest) or confidential arbitration in London.
- Who signs for the Discloser (name and title)? The individual authorised to sign on behalf of the Discloser. Leave blank to fill in at signing.
- Who signs for the Recipient (name and title)? The individual authorised to sign on behalf of the Recipient. Leave blank to fill in at signing.
Frequently asked
About the One-Way Non-Disclosure Agreement and how HDAi works.
What is a One-Way Non-Disclosure Agreement (England & Wales)? +
A One-Way Non-Disclosure Agreement (England & Wales) is a one-directional confidentiality agreement where only one party (the Discloser) shares confidential information and the other (the Recipient) is bound to protect it. It is governed by the law of England & Wales. A company or founder uses it when it needs to disclose confidential information to a contractor, potential hire, investor or vendor but does not expect to receive confidential information in return.
Is HDAi's One-Way Non-Disclosure Agreement (England & Wales) legally binding? +
The One-Way Non-Disclosure Agreement (England & Wales) 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 (England & Wales)? +
You can generate and download the One-Way Non-Disclosure Agreement (England & Wales) 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 (England & Wales) current for 2026? +
It is aligned with the Trade Secrets (Enforcement, etc.) Regulations 2018, carries UK GDPR data-handling wording, and states the correct English-law remedies position, all refreshed for 2026.
How long does the One-Way Non-Disclosure Agreement (England & Wales) take? +
Estimated time about 13 min (25 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 (England & Wales) work in the United Kingdom? +
Yes. This version is drafted for United Kingdom 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.