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One Way NDA for the United States

One Way NDA Template for United States

A One-Way Non-Disclosure Agreement (NDA) is a legally binding contract under U.S. law where one party agrees to maintain the confidentiality of proprietary information disclosed by another party. This document establishes the terms and conditions under which confidential information will be shared and protected, including the scope of confidential information, duration of obligations, and consequences of breach. It's governed by both federal and state laws, including the Defend Trade Secrets Act and state-specific trade secret protections.

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What is a One Way NDA?

The One-Way NDA is essential for businesses needing to share sensitive information with third parties while maintaining control over its use and disclosure. This document is commonly used during business negotiations, potential partnerships, vendor relationships, or employment discussions. Under U.S. jurisdiction, it provides legal remedies through both federal and state courts if confidential information is misused. The agreement typically specifies what constitutes confidential information, permitted uses, security requirements, and the duration of confidentiality obligations.

What sections should be included in a One Way NDA?

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context and purpose of the NDA

3. Definitions: 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 Information: Requirements for returning or destroying confidential information

What sections are optional to include in a One Way NDA?

1. Permitted Disclosures: Exceptions for legally required disclosures, used when dealing with regulated industries or public companies

2. Security Measures: Specific requirements for protecting information, used for highly sensitive information or regulated industries

3. Non-Solicitation: Restrictions on soliciting employees or customers, used when protecting business relationships is crucial

What schedules should be included in a One Way NDA?

1. Description of Confidential Information: Detailed list of information types covered

2. Authorized Representatives: List of individuals authorized to receive confidential information

3. Security Protocols: Specific procedures for handling confidential information

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
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Industries

Federal Defend Trade Secrets Act (DTSA): Federal law enacted in 2016 that provides uniform federal protection for trade secrets and allows trade secret owners to sue in federal court

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides consistent state-level protection for trade secrets and defines trade secret misappropriation

State Contract Laws: State-specific laws governing contract formation, enforcement, consideration, capacity to contract, and duration/termination provisions

State Employment Laws: State-specific regulations regarding employment relationships, restrictive covenants, and employee mobility rights that may affect NDA enforcement

Copyright Act: Federal law protecting original works of authorship, which may overlap with confidential information covered in NDAs

Patent Act: Federal law governing patent rights and protection, relevant when NDAs cover potentially patentable innovations

Gramm-Leach-Bliley Act: Federal law requiring financial institutions to protect sensitive customer data, relevant for financial sector NDAs

HIPAA: Health Insurance Portability and Accountability Act governing protection of medical information, crucial for healthcare-related NDAs

State-Specific NDA Requirements: Particular state laws affecting NDA enforcement, such as California's specific limitations on confidentiality agreements

Statute of Limitations: State-specific time limits within which legal action must be initiated for breach of NDA

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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