A Unilateral Confidentiality Agreement, often referred to as a Non-Disclosure Agreement (NDA), is a legal contract where only one party (the disclosing party) shares confidential information with the other party (the receiving party), and the receiving party agrees to keep this information private. This type of agreement is commonly used in situations where sensitive information needs to be disclosed for specific purposes, such as business negotiations or product development, but must be protected from wider dissemination. It legally binds the receiving party to not disclose or misuse confidential information, thereby safeguarding the disclosing party’s proprietary information or trade secrets.
UNILATERAL CONFIDENTIALITY AGREEMENT
This Agreement is entered into as of [DATE], by [DISCLOSING PARTY NAME, ADDRESS], herein referred to as the “Disclosing Party”, and [RECEIVING PARTY NAME, ADDRESS], herein referred to as the “Receiving Party”.
1- The Disclosing Party enters into this Agreement with the intent to share certain confidential information with the Receiving Party for the purpose of [PURPOSE OF DISCLOSURE, e.g., “product development”].
Definition and Scope of Confidential Information
2- “Confidential Information” includes, but is not limited to, all proprietary and trade secret information, including [SPECIFIC TYPES OF INFORMATION, e.g., “business plans, customer lists, financial data”]. The Receiving Party recognizes that this Confidential Information constitutes valuable, special, and unique assets of the Disclosing Party. Notwithstanding the foregoing, Confidential Information does not include information that:
- Is or becomes publicly available without breach of this Agreement;
- Was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information;
- Is received from a third party without restriction.
Security Measures and Protection of Confidential Information:
3- The below security measures are foundational but not exhaustive. The Receiving Party is obliged to take any additional steps and precautions necessary to ensure the utmost protection of the Confidential Information. This clause shall guide and supersede all other clauses of this Agreement concerning the protection of Confidential Information.
a. Security Standards: The Parties shall implement industry-standard security measures to ensure both the digital and physical security of the Confidential Information. These measures include data encryption, access control, secure storage, and document destruction protocols.
b. Data Masking and Anonymization: Where necessary, the Confidential Information will be used in a masked or anonymized manner, ensuring that specific data values are protected, while also preserving the integrity of the Confidential Information from unauthorized accesses.
c. Access Control: Access to the Confidential Information will only be granted to individuals who have been duly authorized. Regular reviews and monitoring of access to specific datasets and physical locations will be conducted.
d. Safe and Secure Storage: Documents deemed particularly sensitive will be stored in secure locations such as safes.
e. Document Destruction: Upon reaching their retention limit or becoming obsolete, physical documents will be destroyed securely, adhering to appropriate destruction protocols.
Obligations and Precautions
4- The Receiving Party agrees not to disclose, reproduce, or use the Confidential Information for personal purposes or any purpose other than the one stated above adhering to the “Security Measures and Protection of Confidential Information” clause.
5- Any unauthorized use, reproduction, or disclosure of the Confidential Information will be deemed a material breach of this Agreement.
Ownership of Confidential Information
6- All Confidential Information remains the property of the Disclosing Party, and no license or other rights to the Confidential Information are granted or implied by this Agreement.
Duration and Termination
7- This Agreement will be effective from [START DATE] and will remain in effect for [DURATION, e.g., “two years”]. Notwithstanding the termination of this Agreement, obligations concerning non-disclosure and restricted use will survive [DURATION].
Return or Destruction of Confidential Information
8- Upon termination or at the request of the Disclosing Party, the Receiving Party shall immediately return or, at the Disclosing Party’s discretion, destroy all copies of the Confidential Information and certify its compliance in writing.
9- In case of breach of this Agreement by the Receiving Party, it shall pay the Disclosing Party an amount of [AMOUNT] as liquidated damages. This is in addition to any other rights or remedies available to the Disclosing Party. This penalty must be paid within [DAY(S)] days of the occurrence of the breach.
10- The Receiving Party shall be responsible for compensating all losses, damages, costs, and expenses incurred as a result of any unauthorized disclosure of the Confidential Information.
11- The penalty described in the first clause of this section shall be paid in addition to any damages and shall not be offset or reduced by any damages paid under the second clause of this section. The payment of this penalty is without prejudice to any other rights or remedies available to the Disclosing Party.
Notification of Breach
12- The Receiving Party shall notify the Disclosing Party in writing immediately upon becoming aware of any breach of this Agreement or any unauthorized use or disclosure of the Confidential Information. The Receiving Party shall also take all reasonable steps necessary to remedy any such breach.
13- Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure results from events beyond its reasonable control, including but not limited to natural disasters, wars, or acts of terrorism [IF THERE İS AN OTHER EVENT].
14- Any disputes arising out of this Agreement shall be resolved through arbitration in the [COUNTRY OF DISPUTE RESOLUTION], in accordance with the rules of the [SPECIFY ARBITRATION BODY, e.g., “London Court of International Arbitration (LCIA)”].
15- All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, and properly addressed to the party at the address set forth in this Agreement or such other address as the party may designate in writing from time to time. If notice is given by email, such notice shall be deemed to have been given when the recipient, by an email sent to the email address for that party as specified in this Agreement or as subsequently modified by written notice, acknowledges having received that email, with an automatic “read receipt” not constituting acknowledgment of an email for purposes of this clause.
16- This Agreement is governed by and construed in accordance with the laws of the [COUNTRY OF GOVERNING LAW].
17- Any modifications to this Agreement must be in writing and signed by both Parties.
18- This Agreement represents the entire understanding between the Parties and supersedes all prior agreements, whether written or oral.
IN WITNESS WHEREOF, the Parties have executed this Mutual Confidentiality Agreement as of the date first above written, each Party warrants that their respective signatory has the authority to enter into this Agreement.