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One-Way Non-Disclosure Agreement
A confidentiality agreement for when only one side discloses sensitive information, as when you pitch investors, onboard a contractor, or share your product with an evaluator.
What is a One-Way Non-Disclosure Agreement?
A One-Way Non-Disclosure Agreement is a confidentiality agreement in which only one side discloses sensitive information. It fits pitching investors, onboarding a contractor, or sharing your product with an evaluator.
Built for anyone disclosing confidential information one direction: a founder showing a deck to a prospective investor or advisor, a company briefing a contractor or vendor, or a business sharing trade secrets with an evaluator or potential customer.
One-Way Non-Disclosure Agreement template, current for 2026
A no-AI-training clause protecting your data from being ingested into models, an optional non-solicitation of employees, DTSA whistleblower immunity notice, backup-retention carve-out on deletion, and a personal-data handling block that maps to the current multi-state privacy patchwork.
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. Usually the day the parties sign or the day disclosures start.
- Who is the Disclosing Party (the side sharing confidential information)? This is the party whose secrets are being protected: the investor pitch giver, the company sharing its product, or the business onboarding a contractor.
- Who is the Receiving Party (the side receiving confidential information)? This is the party being trusted with the secrets: the investor, evaluator, contractor, or counterparty who will review the information.
- Is the Receiving Party an entity or an individual (natural person)? This tunes the Representatives clause and the signature block. Choose 'Entity' for a company, fund, or firm; choose 'Individual' for a natural person such as a solo contractor or advisor signing on their own behalf.
- Which U.S. state's law should govern this Agreement? The state whose law is used to interpret and enforce the Agreement, and whose courts hear any dispute. Pick where the Disclosing Party is based or where it has a meaningful connection.
- In which county (and state) should any lawsuit be brought? The specific courts where disputes will be litigated. Usually matches the governing-law state and where the Disclosing Party is located.
- What is the Purpose for which the confidential information is being shared? This defines the only thing the Receiving Party may use your information for. Common purposes include evaluating an investment, evaluating a possible business relationship, and performing contracted services. Keep it specific.
- Should the Agreement also protect the confidential information of the Disclosing Party's affiliates? If YES, information belonging to the Disclosing Party's parent, subsidiaries, and other affiliated entities is protected alongside the Disclosing Party's own. Choose YES when the discloser operates through related entities; choose NO to limit protection to the named Disclosing Party only.
- What kinds of information do you want expressly covered? Naming categories makes the definition of Confidential Information concrete and easier to enforce. Select all that apply.
- Must information be marked or designated as confidential to be protected? If YES, only information you label 'Confidential' (or confirm in writing) is covered, which is cleaner but easy to forget in practice. If NO, anything a reasonable person would treat as confidential is covered, which is broader protection. Most startups choose NO.
- Include a no-AI-training / no-model-ingestion covenant? This prohibits the Receiving Party from using your information to train, fine-tune, or retrieval-augment any AI or machine-learning model, or from feeding it into third-party AI tools that retain or train on inputs (with a carve-out for tools under a written no-retention, no-training contract). Recommended and on by default for 2026.
- Include a personal-data / privacy handling block (CCPA/CPRA and multi-state)? If the confidential information may include personal data, this requires the Receiving Party to process it only for the Purpose, comply with applicable U.S. state consumer-privacy laws, keep reasonable safeguards, not sell or share it, delete it on request, and give prompt notice of any security incident. Recommended whenever personal data may be shared.
- How long should the Receiving Party's confidentiality obligations last? This sets how many years the duty to protect the information survives. Trade secrets are typically protected for as long as they remain secret, whatever number you choose.
- How many years should the confidentiality obligation last? A common range is 2 to 5 years. Longer terms give more protection but can deter sophisticated counterparties.
- Within how many days of a written request must the Receiving Party return or destroy the information? Sets the deadline for the Receiving Party to give back or delete your materials once you ask. 5 to 30 days is typical.
- Should the Receiving Party be allowed a 'residuals' right (use of general know-how retained in memory)? A residuals clause lets the Receiving Party use unaided memory of general concepts. It favors the Receiving Party. Investors and larger evaluators often request it; disclosers usually decline.
- Should the Agreement include a non-solicitation of employees clause? This stops the Receiving Party from hiring away employees it learns about through the disclosure. Useful when sharing team information; note general public job ads are usually carved out.
- How many months should the non-solicitation restriction last? Typically 12 to 24 months from the effective date. Keep it reasonable to remain enforceable.
- Include a prevailing-party attorneys'-fees clause in Remedies? If YES, the party that prevails in a dispute over this Agreement can recover its reasonable attorneys' fees and costs from the other party. This strengthens a discloser-favorable form and deters breach, but it cuts both ways if the Disclosing Party loses.
- Include an express statement that this Agreement creates no obligation to proceed with a deal? This clarifies that sharing information does not commit either side to invest, partner, or transact. Recommended for investor and evaluation contexts.
- What email address should receive legal notices for the Disclosing Party? Where formal notices under this Agreement (like a return-of-information request) are sent to the Disclosing Party.
- What email address should receive legal notices for the Receiving Party? Where formal notices under this Agreement are sent to the Receiving Party.
- Name of the person signing for the Disclosing Party? The individual authorized to bind the Disclosing Party.
- Title of the Disclosing Party's signatory? The signatory's role, confirming authority to sign.
- Name of the person signing for the Receiving Party? The individual authorized to bind the Receiving Party. For an individual Receiving Party, this is that person.
- Title of the Receiving Party's signatory? The signatory's role, confirming authority to sign. Only asked when the Receiving Party is an entity.
Frequently asked
About the One-Way Non-Disclosure Agreement and how HDAi works.
What is a One-Way Non-Disclosure Agreement? +
A One-Way Non-Disclosure Agreement is a confidentiality agreement where only one side discloses sensitive information, as when you pitch investors, onboard a contractor, or share your product with an evaluator. Anyone disclosing confidential information in one direction uses it: a founder showing a deck to a prospective investor or advisor, a company briefing a contractor or vendor, or a business sharing trade secrets with an evaluator or potential customer.
Is HDAi's One-Way Non-Disclosure Agreement legally binding? +
The One-Way Non-Disclosure Agreement HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this One-Way Non-Disclosure Agreement? +
You can generate and download the One-Way Non-Disclosure Agreement 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 current for 2026? +
It adds a no-AI-training clause so your data cannot be ingested into models, an optional non-solicitation of employees, a DTSA whistleblower immunity notice, a backup-retention carve-out on deletion, and a personal-data handling block mapped to the current multi-state privacy patchwork.
How long does the One-Way Non-Disclosure Agreement take? +
Estimated time about 13 min (26 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 work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.
Commercial & IP
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