Description

Unilateral Confidentiality Agreement

(Pro-Discloser, Short Form)

Confidentiality Agreement – Unilateral (Pro-Discloser, Short Form) Preparation Form – We recommend that you gather the information in this form prior to accessing the online questionnaire.  Doing so will help you efficiently create your custom Confidentiality Agreement.

Summary

This is a short-form unilateral confidentiality agreement (pro-discloser), also known as a nondisclosure agreement or NDA. Parties generally use this agreement in commercial transactions where only one party discloses confidential information. This particular confidentiality agreement is unilateral, short form, and favors the disclosing party. We also offer unilateral confidentiality agreements that favor the recipient: Unilateral Confidentiality Agreement (Pro-Recipient, Short Form); Unilateral Confidentiality Agreement (Pro-Recipient).

Details

Parties to a potential commercial transaction often use a confidentiality agreement to:

• Preserve the confidentiality of the disclosing party’s sensitive information.
• Restrict the recipient’s use of the disclosing party’s confidential information to limited purposes that are expressly permitted under the agreement.
• Protect the confidential nature of the potential transaction and the discussions held by the parties.

Sometimes, both parties disclose and receive confidential information.  On the other hand, in other situations, only one party discloses confidential information.  It is common for parties to be concerned with protecting the confidentiality of their discussions and any potential deal terms.  Parties generally use this agreement when only one party is disclosing sensitive information that they want to protect.

Assumptions

This confidentiality agreement assumes that:

The parties to the agreement are US entities and the transaction takes place in the US.

Parties may need to modify these terms to comply with local laws.  Thus, parties should consider modifying these terms if organized or operating in a foreign jurisdiction.  Additionally, parties should consider modifying these terms if their transactions take place in a foreign jurisdiction.

The parties are using these terms in a business-to business transaction.

This agreement may not be suitable for parties wishing to enter into a consumer contract or a government contract.  Because those contracts may involve legal and regulatory requirements and practical considerations, they are beyond the scope of this resource.

There are only two parties to the agreement.

The parties should revise this agreement if it involves more than one disclosing party or more than one recipient.  For example, this may arise when determining whether the obligations between each recipient are joint, several, or joint and several.

This is a unilateral agreement, which assumes that only one party is disclosing confidential information.

Parties should not use this agreement when both parties are likely to disclose confidential information.

This agreement is for a single discrete project, with all confidential information disclosed shortly after executing the agreement.

Parties must revise this agreement if:

• the parties desire to enter into a confidentiality agreement that covers multiple projects; or
• parties disclose confidential information over an extended period of time.

These terms are not industry- or deal-specific.

This agreement does not account for any industry or deal-specific laws, rules, or regulations.  Thus, specific laws, rules, or regulations may apply in certain transactions or to parties within a specific industry.

This is a short-form agreement that does not include certain types of pro-discloser provisions.

Parties that receive confidential information may try to include certain provisions in a more comprehensive pro-recipient unilateral confidentiality agreement.  For example, such provisions include recipient representations and warranties, audit rights, a recipient indemnification, and attorneys’ fees.  Because this is a short-form pro-discloser unilateral confidentiality agreement, this agreement does not include those types of provisions.