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One Way NDA Template for England and Wales

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Key Requirements PROMPT example:

One Way NDA

"I need a One Way NDA to protect my software company's intellectual property and trade secrets when sharing technical specifications with a potential manufacturing partner in Germany, with the agreement to start from March 2025."

Document background
The One Way NDA is essential for businesses operating under English and Welsh law who need to share sensitive information with another party while maintaining legal control over its use. This document is commonly used before commercial negotiations, potential partnerships, or when engaging contractors. It defines what constitutes confidential information, sets out the receiving party's obligations, and provides legal remedies under English law if breached. The One Way NDA is particularly important when sharing trade secrets, business strategies, technical information, or other proprietary data with potential partners or service providers.
Suggested Sections

1. Parties: Identifies the disclosing and receiving parties

2. Background: Explains context and purpose of the NDA

3. Definitions: Defines key terms including Confidential Information

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Term and Termination: Duration of obligations and termination provisions

6. Return of Confidential Information: Requirements for returning or destroying confidential information

7. Governing Law and Jurisdiction: Specifies applicable law and courts

Optional Sections

1. Permitted Disclosures: Defines exceptions when disclosure is allowed to specific parties or in specific circumstances

2. Data Protection: Specific provisions for handling personal data under UK GDPR and Data Protection Act 2018

3. Intellectual Property: Provisions protecting IP rights in confidential information

Suggested Schedules

1. Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Permitted Purpose: Detailed description of allowed uses of confidential information

3. Authorized Representatives: List of individuals authorized to receive and handle confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
















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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key legislation that implements the EU Trade Secrets Directive and provides the legal framework for defining and protecting trade secrets under English law

Data Protection Act 2018 and UK GDPR: Crucial legislation when confidential information includes personal data, setting requirements for data processing and protection

Law of Confidence: Common law principle established through cases like Coco v A.N. Clark (Engineers) Ltd [1969], requiring three elements: confidential nature, obligation of confidence, and unauthorized use

Contract Law Fundamentals: Basic principles of contract formation including offer, acceptance, and consideration, supported by the Unfair Contract Terms Act 1977 and Misrepresentation Act 1967

Copyright, Designs and Patents Act 1988: Relevant when confidential information includes intellectual property rights and their protection

Employment Rights Act 1996: Applicable legislation when the NDA relates to employment relationships or workplace confidentiality

Public Interest Disclosure Act 1998: Whistleblowing legislation that prevents NDAs from prohibiting the disclosure of illegal activities in the public interest

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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