One-way non-disclosure agreement (NDA) template
One side shares confidential information and the other keeps it secret and uses it only for the stated purpose. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.
Sample — review with a lawyer · Simple electronic signature with an audit trail
Who it is for
For a business that shows another party something private, such as a price list, a design or source code, before a quotation, a pilot or agreed work, and wants only that party bound to keep it secret.
What it covers
13 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.
1. Purpose
A blank for why the information is shared. The agreement protects only what the Discloser gives the Recipient; anything the Recipient shares back is not covered.
2. Confidential information
What counts as confidential: non-public business, technical, financial or personal information given for the purpose, marked confidential or reasonably understood as such, plus a blank for examples and any notes or copies made from it.
3. Exclusions
What is not covered, if the Recipient can prove it from records: information that becomes public without a breach, was already known, comes lawfully from a third party or is developed independently.
4. Permitted use
The Recipient uses the information only for the purpose: not for its own benefit, not to compete, and no taking apart of samples, prototypes or software unless the Discloser agrees.
5. Standard of care
The Recipient protects the information at least as well as its own and never with less than reasonable care, shares it only with people who need it and are bound to confidence, and answers for them.
6. Compelled disclosure
If a law, court or authority requires disclosure, the Recipient discloses only what is required and, where lawful, warns the Discloser first so it can object or seek protection.
7. Return or destruction
On request, and at the latest when the purpose is done, the information and its copies are returned or destroyed within a set number of days, with confirmation. Copies kept by law or in backups stay confidential.
8. Duration
A blank for how long information may be shared. The Recipient’s duties last a set number of years after the last disclosure, and trade secrets stay protected for as long as they remain trade secrets.
9. No licence or warranty
The information stays the Discloser’s property; the only right given is to use it for the purpose. The Discloser gives no warranty that the information is accurate or complete.
10. No obligation to proceed
The Discloser need not share any particular information, and neither side must enter any further deal. Either side can end the talks, and the Recipient’s duties continue.
11. Notice of breach
If the information is misused, leaked or lost, the Recipient tells the Discloser without delay, explains what happened and helps to recover it and limit the harm, at its own cost.
12. Remedies
The Recipient is liable for damage caused by a breach, including one by people it shared the information with, and the Discloser may also ask a court to stop a breach where the law allows.
13. Governing law and disputes
The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.
There is no price schedule: this agreement involves no payment.
The sample text
The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.
Read the sample text
One-Way Non-Disclosure Agreement
Parties: Discloser · Recipient
1. Purpose
The Discloser will give the Recipient confidential information for [[Describe why the information is shared, e.g. evaluating a proposal, preparing a quotation or performing agreed work]] (the “Purpose”). This agreement sets out how the Recipient must handle that information.
It works in one direction only: it protects information the Discloser gives the Recipient. Information the Recipient gives the Discloser is not covered; if the Recipient wants its own information protected, the parties need a separate or mutual agreement.
2. Confidential information
Confidential information is all non-public business, technical, financial or personal information that the Discloser, or someone on its behalf, gives the Recipient for the Purpose, in any form, whether before or after this agreement is signed, if it is marked as confidential or would reasonably be understood to be confidential. It includes in particular [[Examples, e.g. price lists, customer lists, drawings, source code, prototypes]], and any notes, analyses or copies the Recipient makes that contain such information.
3. Exclusions
This agreement does not cover information that the Recipient can show by written records: is or becomes public without a breach of this agreement; was already lawfully known to the Recipient before the Discloser gave it; is lawfully received from a third party that owes no duty of confidence for it; or is developed by the Recipient independently, without using the Discloser’s information.
4. Permitted use
The Recipient uses confidential information only for the Purpose. It does not use it for its own or a third party’s benefit, does not use it to compete with the Discloser, and does not analyse, reverse engineer or take apart samples, prototypes or software it receives, unless the Purpose requires it and the Discloser has agreed in writing or in electronic form.
5. Standard of care
The Recipient keeps confidential information secret and protects it with at least the care it uses for its own information of similar importance, and never with less than reasonable care. It discloses it only to its employees, advisers and subcontractors who need it for the Purpose and are bound by duties of confidence at least as strict as those in this agreement. The Recipient is responsible for how they handle the information and, on request, names those who have received it.
6. Compelled disclosure
If the law, a court or an authority requires the Recipient to disclose confidential information, the Recipient may disclose only what is required. Where lawful, it tells the Discloser in advance, gives it a reasonable chance to object or seek protection, and discloses no more than necessary.
7. Return or destruction
When the Discloser asks, and at the latest when the Purpose is completed or this agreement ends, the Recipient returns or destroys all confidential information and its copies within [[10]] days and confirms in writing or in electronic form that it has done so. Copies the Recipient must keep by law or that remain in routine backups stay confidential under this agreement until they are deleted.
8. Duration
This agreement applies to information disclosed from the effective date until [[End of the disclosure period, e.g. the end of the project or a date]]. The Recipient’s duties last for [[3]] years after the last disclosure. Information that is a trade secret under the applicable law stays protected for as long as it remains a trade secret.
9. No licence or warranty
Confidential information remains the property of the Discloser. No licence, ownership or other right is granted except the right to use it for the Purpose. The Discloser provides the information as it is and gives no warranty that it is accurate or complete, unless the parties agree otherwise in a separate agreement.
10. No obligation to proceed
This agreement does not oblige the Discloser to disclose any particular information, and it does not oblige either party to enter into any further agreement or transaction. Either party may end the discussions at any time, and the Recipient’s duties under this agreement continue.
11. Notice of breach
If the Recipient learns that confidential information has been used or disclosed without authority, or has been lost, it tells the Discloser without delay, describes what happened, and does what it reasonably can to recover the information and limit the harm, at its own cost.
12. Remedies
If the Recipient, or anyone it has given confidential information to, breaches this agreement, the Recipient is liable for the resulting damage under the applicable law. Because damage from a disclosure may be hard to measure, the Discloser may also seek an injunction or similar relief where the law allows it, in addition to its other rights.
13. Governing law and disputes
This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.
Governing law
[[Country or state whose law applies]]
Jurisdiction
[[Courts that decide disputes, e.g. the courts of your city]]
How to use it
Choose the template
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Start a draft
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Send it for signature
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Next steps
Your client opens the link on any device and needs no account. See what the signing looks like on the E-Contracts page, and read which kind of electronic signature is enough for which document.
What it is, and what it is not
QuoteBill creates a simple electronic signature with an audit trail. In the EU, the UK, the US and Korea a signature is not denied legal effect only because it is electronic, and in Japan most contracts need no particular form at all. What a simple electronic signature proves in a dispute depends on the evidence behind it, and some documents need another form.
It is not a qualified or advanced electronic signature, and QuoteBill does not verify who the signers are. It records the use of the link and access code you delivered, so anyone who has both can sign. The signature certificate lists every link issued and, for each action by the sender or a signer, its IP address and browser where they could be read.
Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.
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