ONE-WAY NON-DISCLOSURE AGREEMENT
This Agreement is made on ______ between ______ ("Party A") and ______ ("Party B").
1. Purpose
Party A wishes to disclose confidential information to Party B for the following purpose: ______ (the "Purpose").
2. Confidential Information
"Confidential Information" means all non-public information, in any form, that is disclosed by Party A, including business plans, financial data, customer information, technology, processes and trade secrets, and that is marked confidential or would reasonably be understood to be confidential.
3. Obligations
The receiving party shall (a) use Confidential Information only for the Purpose, (b) keep it confidential with at least the care it uses for its own confidential information, (c) disclose it only to its personnel and advisers who need to know and are bound by equivalent obligations, and (d) not copy it except as necessary for the Purpose.
4. Exclusions
Confidential Information does not include information that is or becomes public without breach, was lawfully known to the receiving party before disclosure, is independently developed, or is lawfully received from a third party without restriction.
5. Compelled disclosure
If disclosure is required by law or a court, the receiving party shall give prompt notice where permitted and disclose only what is legally required.
6. Term and survival
This Agreement continues for ______ year(s). The obligations of confidentiality survive for ______ year(s) after it ends, and for trade secrets for as long as they remain trade secrets.