What is a One-Way Confidentiality Agreement?
A One-Way Confidentiality Agreement is a legal contract used to protect one party’s confidential information when it’s disclosed to another party. One-Way Confidentiality Agreements protect businesses or individuals when they must disclose information during negotiations or arrangements for an investment, hire, collaboration, or other situation. For more information, read Non-disclosure agreements.
When should I use a One-Way Confidentiality Agreement?
Use this One-Way Confidentiality Agreement:
to share confidential information with another business or individual
when only one party is disclosing confidential information
to impose restrictions on the use and disclosure of the confidential information
for businesses or individuals based in England, Wales, or Scotland
This Agreement is made on the date of last signature below.
- These words and phrases have defined meanings:
Agreement this confidentiality agreement and any amendments; Confidential Information any information disclosed by or on behalf of the Disclosing Party to the Receiving Party during the Term that at the time of disclosure (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means or other forms and whether directly or indirectly) is confidential in nature or may reasonably be considered to be commercially sensitive and which relates to the business and affairs of the Disclosing Party including but not limited to: (a) all Intellectual Property Rights of the Disclosing Party and (b) all analyses, compilations, studies and other documents prepared by the Receiving Party which contain or otherwise reflect or are generated from the information referred to above; Effective Date ; Intellectual Property Rights all trade and service marks, registered and unregistered design rights, all design right applications, patents, copyrights, database rights and rights in know how, confidential information and inventions and other intellectual property rights of a similar or corresponding character whenever and however arising and all renewals and extensions of such rights which may now or in the future exist; Permitted Purpose ; Term the term of this Agreement; Working Day any day other than a Saturday, Sunday or bank holiday in England and Wales.
- Unless the context requires a different interpretation:
- the singular includes the plural and vice versa;
- references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
- a reference to a person includes firms, companies, government entities, trusts and partnerships;
- the term 'including' does not exclude anything not listed;
- "including" is understood to mean "including without limitation";
- reference to any statutory provision includes any modification or amendment of it;
- the headings and sub-headings do not form part of this Agreement.
Obligations in Relation to Confidential Information
- In consideration of the disclosure to it of Confidential Information by the Disclosing Party, the Receiving Party undertakes that it will:
- keep all Confidential Information strictly confidential and not disclose any part of it to any other person without the Disclosing Party's prior written consent;
- not use any part or the whole of the Confidential Information directly or indirectly for any purposes other than the Permitted Purpose without the express written consent of the Disclosing Party; and
- use a reasonable degree of care to protect the Confidential Information.
Ownership of Confidential Information
- The Confidential Information (including any Intellectual Property) remains the property of the Disclosing Party. The disclosure of the Confidential Information does not give the Receiving Party any rights of ownership in the Confidential Information.
Exceptions to Non-Disclosure and Confidentiality
- The obligations of confidentiality set out in this Agreement do not apply to any information which:
- is already known to, or in the possession of, the Receiving Party at the time of its disclosure by the Disclosing Party and is not subject to any obligation of confidentiality;
- is, or becomes through no wrongful act or default of the Receiving Party, public knowledge;
- is received from a third party in circumstances where the Receiving Party has no reason to believe that there has been a breach of a duty of confidence;
- is approved for disclosure in writing by the Disclosing Party;
- must be disclosed by law or the rules of any court or other body of competent jurisdiction, any governmental or regulatory body or any recognised investment exchange.
Term and Return of Confidential Information
- This Agreement comes into force on the Effective Date and continues in force until the anniversary of this Agreement, unless terminated earlier at any time by either Party giving written notice of termination to the other.
- On termination of this Agreement or on demand by the Disclosing Party, the Receiving Party must immediately stop using all Confidential Information, return all Confidential Information to the Disclosing Party and provide a certificate to the Disclosing Party certifying that no copies of the Confidential Information have been made or retained.
- Both Parties acknowledge that damages alone are not an adequate remedy for any breach of this Agreement by the Receiving Party.
- The Disclosing Party is entitled to the remedies of injunction, specific performance and other equitable relief for any breach of this Agreement by the Receiving Party (actual or threatened), without prejudice to any other rights and remedies available at any time.
Limitation of Liability
- Each Party warrants to the other that it has the legal right and authority to enter into and perform its obligations under this Agreement.
- Subject to the above, the Disclosing Party (including its employees, officers, agents, subsidiaries or any other associated third parties associated) does not accept responsibility or liability for the Confidential Information. The Disclosing Party makes no representation or warranty, express or implied, that the Confidential Information disclosed is accurate or complete.
Circumstances Beyond the Control of The Parties
- A Party to this Agreement is not liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. In these circumstances, the affected party must notify the other party or parties as soon as reasonably practicable. The notified Party or Parties may suspend or terminate the Agreement on notice, taking effect immediately upon delivery of the notice.
- This Agreement contains the whole Agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
- No Party may assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other Party or Parties, such consent not to be unreasonably withheld.
- No variation to this Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of the Parties.
- The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and no third Party has any right to enforce or rely on any provision of this Agreement.
- Unless otherwise agreed, no delay, act or omission by a Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
- Provisions which by their intent or terms are meant to survive the termination of this Agreement, will do so.
- If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement will not be affected.
- Any notice to be delivered under this Agreement must be in writing and delivered by pre-paid first class post to, or left by hand delivery, at the registered address or place of business of the notified Party, or sent by email to the other Party's main business email address as notified to the sending Party.
- sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
- delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
- sent by email will be deemed to have been received on the next Working Day after sending.
Governing Law and Jurisdiction
- This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
The parties have signed this Agreement on the day(s) and year set out below:
About One-Way Confidentiality Agreements
Learn more about making your One-Way Confidentiality Agreement
How to make a One-Way Confidentiality Agreement
Making your One-Way Confidentiality Agreement online is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all of the information about the confidential information and its permitted disclosure prepared in advance, creating your document is a quick and easy process.
You’ll need the following information:
The disclosing party and the receiving party
What are the details of the disclosing party (ie the party that is protecting its confidential information using the Agreement)? You’ll need the individual’s or business’ name, address, and legal structure.
If it’s a company, what is its company number?
Who is the disclosing party’s signatory, if it’s a company or a partnership? This is the person who will sign the Agreement on the company’s or partnership’s behalf.
What are the details of the receiving party (ie the party to whom the confidential information is being disclosed)? You’ll need the individual’s or business’ name, address, and legal structure.
Who is the receiving party’s signatory, if it’s a company or a partnership?
Disclosure of the confidential information
For what purpose is the information being disclosed by the disclosing party (ie what is the permitted purpose)?
To which categories of people can the receiving party disclose the confidential information if required for the performance of their work in relation to the permitted purpose: professional advisors, agents and subcontractors, and/or employees?
The One-Way Confidentiality Agreement
Will your Agreement start on the date of signature or on a specified date?
If not ended by a party’s giving notice, will the Agreement end 1, 2, or 5 years after it starts?
If either party is based in Scotland, will the Agreement be subject to the jurisdiction of the courts of England and Wales or of Scotland (ie which country’s legal system will be used to resolve any disputes)?
Common terms in a One-Way Confidentiality Agreement
One-Way Confidentiality Agreements create legally binding restrictions on how one party can use and disclose confidential information that another party has shared with them. To do this, this One-Way Confidentiality Agreement template includes the following terms and sections:
This Agreement is made on the date of last signature below between…
The Agreement starts by clearly identifying the parties to it (ie the disclosing party, whose confidential information is being shared under the Agreement, and the receiving party, who is receiving it).
This definition table assigns specific meanings to key terms used throughout the Agreement. When these terms (eg 'Confidential Information’, ‘Permitted Purpose’ or ‘Effective Date’) are used capitalised throughout the Agreement they carry the meanings they’re given in this table.
Particularly importantly, the purpose for which the information is being disclosed by the disclosing party to the receiving party is set out (eg for the purposes of exploring a joint venture between the parties or for discussing a potential senior employee’s approach to new business strategies). This is the ‘permitted purpose’.
Obligations in relation to confidential information
This section sets out the receiving party’s essential commitments under the Agreement. For example, they must:
not disclose the confidential information without first obtaining the disclosing party’s written consent
keep the confidential information strictly confidential
not use the confidential information for any purposes other than the permitted purpose, and
protect the information using a reasonable degree of care
This section is included if the receiving party is allowed to disclose the confidential information to any specified categories of people when doing so is required to allow those people to perform their work in relation to the permitted purpose. Such people must be bound to protect the information by a written agreement or a professional obligation. The relevant categories of people (eg the receiving party’s employees or their professional advisors) are set out.
Ownership of confidential information
It’s highlighted here that the disclosing party will still own the confidential information after it’s disclosed as well as any intellectual property rights in it. The receiving party will not receive any rights of ownership.
Exceptions to non-disclosure and confidentiality
This section identifies situations in which the receiving party’s obligations in relation to the confidential information do not apply (ie so that it may be disclosed). These include:
when the information is public knowledge and did not become so due to an act of the receiving party
if the receiving party already knows the information when it’s disclosed to them, or
when the law or the rules of a court or similar require disclosure
Term and return of confidential information
Next, the Agreement identifies the date on which it will start and, if not ended by one party giving notice, the period after which it will end. This section also sets out what should happen after the Agreement has ended. For example, the receiving party must stop using all of the confidential information and should return all copies of it that they hold.
Here it’s recognised that, if the receiving party breaches the One-Way Confidentiality Agreement, the payment of damages (ie compensation) to the disclosing party is unlikely to be an adequate remedy for the wrong. It’s set out which other types of remedy may be appropriate (eg orders of specific performance, which could require the receiving party to stop using the confidential information). Note that the remedies actually awarded following any successful litigation will be decided on by the court.
Limitation of liability
In this section, the disclosing party seeks to limit its liability to the receiving party under this Agreement (ie the degree to which it is responsible, financially or otherwise, for any losses that the receiving party incurs due to any breaches of the Agreement by the disclosing party). Specifically, the disclosing party excludes its liability for the confidential information, for example, by stating that it does not promise that it is accurate or complete (eg so that, if the receiving party suffers losses caused by their relying on the information, this is not the disclosing party’s fault).
Circumstances beyond the control of the parties
This force majeure clause gives either party the right to not perform its obligations under the Agreement and to not be liable for such failures if they are due to an event beyond the party’s control.
Here it’s noted that this Agreement contains all of the agreement between the parties (ie there are no additional terms). This helps avoid confusion if, for instance, other terms were in contemplation during negotiations.
This section deals with various other points of law that govern how this Agreement operates. For example:
setting out how any notices or other similar communications that are given under the Agreement should be delivered
excluding the Contracts (Rights of Third Parties) Act 1999 or the Contract (Third Party Rights) (Scotland) Act 2017. This essentially means that third parties (ie not the disclosing party or the receiving party) that would otherwise be able to enforce obligations under this Agreement under the Act cannot do so
requiring that any variations to the Agreement are made in writing and signed
Stating that, if any parts of this Agreement are found to be unenforceable, the rest of the Agreement should remain effective
Governing law and jurisdiction
This section sets out which country’s legal system must be used to resolve any disputes (ie the Agreement’s jurisdiction). This is necessary as the legal systems of England and Wales and of Scotland are different.
The parties have signed this Agreement…
The Agreement ends with spaces for both parties to sign and date to make the One-Way Confidentiality Agreement legally binding.
If you want your One-Way Confidentiality Agreement to include further or more detailed provisions, you can edit your document. However, if you do this, you may want a lawyer to review the document for you (or to make the changes for you) to make sure that your modified One-Way Confidentiality Agreement complies with all relevant laws and meets your specific needs. Use Rocket Lawyer’s Ask a lawyer service for assistance.
Legal tips for making a One-Way Confidentiality Agreement
Use the right kind of NDA for your purposes
This One-Way Confidentiality Agreement is designed to be used when only one party is disclosing confidential information during an arrangement or negotiations. If both parties are disclosing confidential information you should make a Non-disclosure agreement instead. If your disclosure is less serious and you require a simpler Agreement with fewer terms, you can use a Letter of confidentiality. For more information, read Non-disclosure agreements.
Protect your confidential information and other parties’ information that’s been disclosed to you
It’s generally easy not to intentionally disclose confidential information. However, NDAs usually also require receiving parties to protect the information that’s disclosed to them. For example, this One-Way Confidentiality Agreement template requires them to use a reasonable degree of care to protect the confidential information. And, of course, it’s vital to protect your own confidential information to maintain its value and utility. For information on how to do this, read Protecting confidential information and trade secrets and Information security and cyber security.
Understand when to seek advice from a lawyer
In some circumstances, it’s good practice to Ask a lawyer for advice to ensure that you’re complying with the law and that you are well protected from risks. You should consider asking for advice if:
you want to include provisions in your Agreement specifically preventing disclosure of confidential information after the Agreement has ended
this Agreement doesn’t meet your needs or doesn’t cover everything you want
either of the parties is based outside of England, Wales and Scotland
One-Way Confidentiality Agreement FAQs
What should a One-Way Confidentiality Agreement include?
This One-Way Confidentiality Agreement template covers:
defining confidential information
protection of confidential information
what confidential information can be used for
who can receive confidential information
disclosures required by law
remedies if there is a breach of confidentiality
Why do I need a One-Way Confidentiality Agreement?
Non-disclosure agreements (NDAs) like this One-Way Confidentiality Agreement allow businesses and individuals to protect their confidential information when they need to disclose it to another party. Asking the other party to sign an NDA protects sensitive information by requiring that anything confidential that is shared will not be disclosed except in certain prescribed circumstances. NDAs are legally binding when created correctly and, if the relevant information is shared in an unpermitted way, the party in breach of the agreement may be subject to legal claims and remedies (eg they may have to pay damages).
This particular NDA template should be used when only one party to an arrangement is disclosing confidential information. If both parties are disclosing confidential information you should use a regular Non-disclosure agreement instead.
Common situations in which you may need to use a One-Way Confidentiality Agreement include:
using a consultant
talking to potential partners or collaborators (eg if you’re seeking financial or expert assistance with an invention you want to patent)
hiring an employee (especially a senior employee)
For more information, read Non-disclosure agreements.
Which types of information can be protected?
Almost any type of information can be confidential information. You can protect both commercial information and personal information. Examples of confidential information include, trade secrets, patents, product plans and designs, databases, recipes, drawings, clients’ information, personal information, and lists.
Do I need to identify the purpose of a disclosure in a One-Way Confidentiality Agreement?
When making a One-Way Confidentiality Agreement, you must state the purpose for which the confidential information is being disclosed to the receiving party. This is the 'permitted purpose'. Clearly identifying the permitted purpose makes it clear what the information can and cannot be used for.
The permitted purpose must be legitimate and specific and should be described as clearly as possible. Your permitted purpose could be, for example, for exploring a joint venture between the parties or for discussing a potential senior employee’s approach to new business strategies.
When is information not considered to be confidential?
Information is considered not to be confidential if it:
is already known to the party receiving the confidential information prior to its disclosure
is known to the public
comes into the possession of the receiving party from a third party who did not violate any contractual or legal obligations themselves by disclosing the information, or
is required to be disclosed by law or under the rules of any court
How long should confidential information remain confidential for?
The period of time for which a party must keep information confidential varies depending on the circumstances. It must be kept confidential at least for the duration of an NDA.
NDAs can be terminated (ie ended) by one party giving notice in writing to the other. They can also end automatically after a specified period of time, if this is set out in the NDA itself (eg after 1, 3 or 5 years). You should set a realistic time period for the duration of an NDA, taking into account the specific information involved. Consider that information can lose its confidential character or commercial value over time.
An NDA will usually set out what must happen after the agreement ends. For example, this One-Way Confidentiality Agreement requires the receiving party to stop using the confidential information and to return all copies of it that they hold. Some NDAs will require information to be kept confidential for a period of time after the agreement is ended - these time periods must be reasonable. Ask a lawyer if you want such a provision included in your One-Way Confidentiality Agreement. For more information, read Non-disclosure agreements.
What remedies are available for breaches of confidential information?
If a party discloses another party’s confidential information against the terms of an NDA, the other party may take legal action against them. The remedies available if they’re successful generally depend on what is considered proportionate to the wrong done. They may include, for example:
damages (ie compensation)
a court order for specific performance (eg ordering the party who breached the NDA to stop using and disclosing the confidential information), and/or
an account of profits (ie a percentage of profits resulting from the disclosure being paid to the innocent party)
For more information, read Non-disclosure agreements.