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.
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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
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
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
Relevant legal definitions
Confidential Information
Disclosing Party
Receiving Party
Affiliate
Agreement
Authorized Representatives
Business Purpose
Effective Date
Party/Parties
Representatives
Term
Trade Secrets
Proprietary Information
Permitted Purpose
Disclosing Party's Materials
Confidential Materials
Personal Data
Intellectual Property Rights
Security Requirements
Excluded Information
Technical Information
Business Information
Derivative Works
Residual Information
Disclosing Party
Receiving Party
Affiliate
Agreement
Authorized Representatives
Business Purpose
Effective Date
Party/Parties
Representatives
Term
Trade Secrets
Proprietary Information
Permitted Purpose
Disclosing Party's Materials
Confidential Materials
Personal Data
Intellectual Property Rights
Security Requirements
Excluded Information
Technical Information
Business Information
Derivative Works
Residual Information
Clauses
Definitions
Confidentiality Obligations
Permitted Use
Protection of Information
Return of Information
Term and Duration
Non-Disclosure
Exceptions to Confidentiality
Permitted Disclosures
Remedies
Governing Law
Notice Requirements
Non-Solicitation
Non-Competition
Intellectual Property Rights
Data Protection
Security Measures
Residual Rights
Export Control
Assignment
Severability
Survival
Force Majeure
Alternative Dispute Resolution
Confidentiality Obligations
Permitted Use
Protection of Information
Return of Information
Term and Duration
Non-Disclosure
Exceptions to Confidentiality
Permitted Disclosures
Remedies
Governing Law
Notice Requirements
Non-Solicitation
Non-Competition
Intellectual Property Rights
Data Protection
Security Measures
Residual Rights
Export Control
Assignment
Severability
Survival
Force Majeure
Alternative Dispute Resolution
Relevant Industries
Relevant Teams
Relevant Roles
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