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A Confidentiality Agreement, also known as Non-Disclosure Agreement (NDA), should be used if you are intending to disclose valuable confidential information, such as a business idea, trade secrets or financial information.


A Confidentiality Agreement is particularly useful if you are disclosing information in any of the following circumstances:

  • entering into a joint venture;
  • negotiating the sale and purchase of a business;
  • entering into an agency or distribution agreement;
  • entering into a consultancy agreement;
  • entering into an outsourcing agreement;
  • entering into a commercial agreement.


This kind of agreement is suitable for use to protect a business idea that is disclosed to potential suppliers or investors, or to protect an invention that is disclosed to potential manufacturers or business partners, or to protect a literary or artistic work that is disclosed to a potential publisher.


A Confidentiality Agreement/Non-Disclosure Agreement is an agreement between two parties, the discloser who wishes to disclose confidential information for a specific purpose and the recipient. It aims to protect the discloser’s confidential information and regulates the relationship between the parties.


Please note that confidential information is protected under Common Law in the UK, provided that the information is actually confidential, is disclosed under circumstances of confidentiality and any disclosure is damaging to the discloser. Thus, in the absence of a confidentiality agreement, the law may in certain circumstances impose a duty of confidentiality to some extent on the recipient. However, having a written Confidentiality Agreement provides clarity and certainty and gives greater protection than under Common Law.


This Confidentiality Agreement (Non-Disclosure Agreement) – Unilateral shall be used where one party is about to disclose to another party sensitive information which it wishes to keep confidential. It shall be used where two parties intend to work together on a project which requires one of the parties to disclose confidential information to the other party in order to carry out the proposed project. It is designed to protect the confidential information that one person discloses to another, and it is suitable for use in relation to the disclosure of confidential information in a wide range of corporate and commercial situations.


The Confidentiality Agreement (Non-Disclosure Agreement) – Unilateral is suitable for anyone wanting to protect their business information and ideas in situations where disclosure is necessary.  It can be used in most situations where either or both parties are individuals (sole traders) or an organisation.


This Confidentiality Agreement (Non-Disclosure Agreement) – Unilateral provides you with the opportunity to decide the duration of the obligation of confidentiality. Please note that the duration should be reasonable, an excessive duration may be considered by a court unreasonable and therefore it will be ineffective. Also, it allows you to specify what confidential information is protected by the agreement and you can adapt it to cover whatever information you want.


This Agreement contains: provisions requiring the recipient to take reasonable care in relation to the security of the confidential information, an indemnity clause benefiting the discloser, an intellectual property rights clause, a clause defining the purpose for which the recipient may use the information, a clause determining what will happen if the purpose or project for which the information was disclosed does not proceed, for example if a planned business sale fails to complete, a clause specifying the circumstances in which the recipient may share the information, with whom and subject to what further restrictions and a clause providing for the return of any confidential information to the disclosing party.


This Confidentiality Agreement (Non-Disclosure Agreement) – Unilateral is a longer version of the One-Way Confidentiality (Non-Disclosure) Letter. Legally they are the same; they are both legally binding and provide the same level of protection, the only difference is that the Confidentiality Agreement contains more detailed non disclosure obligations.


This Confidentiality Agreement (Non-Disclosure Agreement) – Unilateral is not suitable where both parties are disclosing information to each other. If both parties are disclosing confidential information to each other please use the Confidentiality Agreement (Non-Disclosure Agreement) - Mutual.


Please note that certain professionals, such as accountants, bankers and lawyers owe you an automatic duty of confidence, thus a confidentiality agreement is generally not required when disclosing information to them.


This Confidentiality Agreement (Non-Disclosure Agreement) - Unilateral contains the following clauses:


  1. Definitions and Interpretation
  2. Obligations of the Recipient
  3. Excluded Information
  4. Announcements and Return of Information
  5. Acknowledgement and Breach
  6. Non-Solicitation
  7. Termination
  8. Entire Agreement and Variation
  9. No Waiver
  10. Non-Assignment
  11. Rights of Third Parties (Exclusion)
  12. No Partnership
  13. Notices
  14. General
  15. Governing Law and Jurisdiction





This Confidentiality Agreement (Non-Disclosure Agreement) – Unilateral is in Microsoft Word format, written in plain English easy to use and edit.