Glossary

One-way NDA

A one-way NDA is a confidentiality agreement where only one side discloses information and only the other side is bound to keep it private.

Last updated 26 October 2026

A one-way NDA, also called a unilateral NDA, protects information flowing in one direction. The disclosing side shares; the receiving side promises not to use or pass on what it learns except for the stated purpose. It is common when a business shows a contractor, investor or candidate something sensitive, and the other side will not be sharing secrets back.

If both sides will disclose, a mutual NDA is the usual swap. Freelancers who will show a process, a rate card or unpublished work should not sign a one-way paper that only binds them. The client then has no matching duty.

The decisions are the same as any NDA: the definition, the exceptions, the purpose, the term, and who may see the information. A one-way paper is not automatically “stricter”. It is just one-directional. A wide definition with a long term is still a wide definition with a long term.

Receiving parties commonly ask for a purpose that matches the conversation (“to prepare a quote for a website build”), a carve-out for information they already knew, and a right to share with advisers who are also bound. Disclosing parties commonly ask for a return-or-delete line when the quote is not taken up.

On this site, describe a one-way deal in the sentence and Lex drafts that shape. The mutual NDA template is the starting point when both sides will share. The glossary page for NDA covers the shared ideas.

A worked example

A company asks a freelance developer to sign a one-way NDA before sharing the codebase for a quote. The developer is the receiving party. They add a purpose (“to prepare a fixed-price quote”), a carve-out for tools they already use, and a delete-the-repo line if they are not hired. They do not share their own unreleased tooling, so they do not need the duty to run the other way.

How it shows up in a contract

Sample wording · our own drafting

The Disclosing Party may share Confidential Information with the Receiving Party for the Purpose. The Receiving Party will keep it confidential, use it only for the Purpose, and disclose it only to personnel who need to know it and are bound by equivalent duties. The Disclosing Party has no matching duty under this agreement.

In Plain English

One side is sharing secrets; the other side is not. The receiving side keeps what it is shown private, uses it only for this conversation, and shares it only with people who need it and who are also bound. The disclosing side is not making the same promise back.

Common mistakes

  • Signing a one-way NDA when you will also share a deck, a rate card or unpublished work.
  • Leaving the purpose as “any business purpose”, so the codebase can be reused.
  • Forgetting a delete-or-return line after a quote you did not win.
  • Assuming one-way means shorter or milder. Direction and strictness are different choices.

Related

The legal wording governsLast reviewed 26 October 2026Pending lawyer review