# One-Way NDA Template (Non-Disclosure Agreement)

Source: https://nerix.ai/templates/one-way-nda

Protect information you share with one person or company who must keep it secret.

Before you send it

Confidentiality agreements are read and enforced differently from country to country, and trade secrets, personal data and whistleblowing have rules of their own. Some places limit how long a duty of confidence may last or how far it may reach. Choose the governing law and the place of disputes with care, and ask a lawyer to review the agreement if a lot is at stake.

## Fill it in and preview

You are signed in. Fill it in your workspace and it is kept as a document you can send, share and have signed. [Open in your workspace](https://app.nerix.ai/documents/templates/one-way-nda)

### One-Way Non-Disclosure Agreement

This agreement is made on 7 November 2026 between:

- **Vega Robotics Ltd**, of 9 Harbour Road, Dublin, Ireland ("the Discloser"); and

- **Marco Bellini**, of Via Roma 22, Milan, Italy ("the Receiver"),

together "the parties".

## Background

The Discloser will share confidential information with the Receiver, who needs it for the Purpose. The Receiver agrees to protect that information on the terms below.

## 1. Definitions

In this agreement:

**"Purpose"** means the following, and nothing else: to let the receiving party review our product designs and decide whether to join as a technical adviser .

**"Confidential Information"** means all information, in any form or medium, that the Discloser or anyone acting for it shares with the Receiver in connection with the Purpose, whether before or after the date of this agreement, and that is marked or described as confidential or that a reasonable person would understand to be confidential from its nature or the way it is shared. It includes: product designs, source code, prices, customer lists, business plans and anything marked or described as confidential . It also includes samples, prototypes, software and source code, business plans, finances, prices, customer and supplier details, technical data, designs, processes, know-how and trade secrets, the notes, analyses and other material the Receiver makes that contain or reflect any of it, and the existence and content of the discussions between the parties and the terms of this agreement.

**"Representatives"** means the Receiver's own employees, officers and professional advisers and, with the Discloser's prior written consent, anyone else.

**"Personal Data"** means information about an identified or identifiable person.

## 2. The Receiver's duties

**2.1** The Receiver will:

- use the Confidential Information only for the Purpose;

- keep it secret, and protect it with at least the care it takes with its own confidential information and never less than reasonable care, including appropriate technical and organisational security measures;

- not disclose it to anyone except its Representatives who need to know it for the Purpose, who have been told that it is confidential and who are bound by duties of confidence no less strict than those in this agreement;

- not copy or record it except as the Purpose needs, and keep any copies marked as confidential;

- not reverse engineer, disassemble or analyse any sample, prototype or software it receives, and not remove any notice of ownership from it; and

- tell the Discloser promptly in writing if it learns of any loss, theft, or unauthorised use or disclosure of the Confidential Information, and help the Discloser limit the harm.

**2.2** The Receiver is responsible for any act or omission of its Representatives that would be a breach of this agreement if the Receiver had done it.

**2.3** The Receiver will handle any Personal Data in the Confidential Information only as the data protection law that applies and the Discloser's reasonable written instructions allow, and will not try to identify anyone from data that has been made anonymous.

**2.4** The Receiver will keep a record of the people to whom it gives Confidential Information, and will give a copy of the record to the Discloser on request.

**2.5** The Receiver will not use the Confidential Information to compete unfairly with the Discloser, to file or support any patent application or other registration that claims it, to build a product or service that copies it, or to trade in securities on the basis of it where the law forbids that.

**2.6** The Receiver will not contact the Discloser's customers, suppliers, investors or employees about the Confidential Information, or use it to approach them, without the Discloser's written consent.

## 3. What is not Confidential Information

**3.1** The duties in this agreement do not apply to information that the Receiver can show by written records:

- is or becomes public, other than through a breach of this agreement;

- was lawfully known to the Receiver, free of any duty of confidence, before the Discloser shared it;

- is received lawfully from a third party who is free to share it and owes no duty of confidence to the Discloser; or

- is developed independently by the Receiver without use of, or reference to, the Confidential Information.

**3.2** Information is not public merely because parts of it are public, or because it can be built from public information put together in a way that is not itself public.

## 4. Disclosure required by law

**4.1** The Receiver may disclose Confidential Information if a law, court, regulator or other authority with power over it requires it, but only as far as required.

**4.2** Where the law allows, the Receiver will first tell the Discloser promptly in writing, give the Discloser the chance to seek a protective order or other remedy at the Discloser's cost, and give reasonable help. Information disclosed in this way stays Confidential Information for all other purposes.

**4.3** Nothing in this agreement stops anyone from reporting a possible offence or wrongdoing to a regulator or the police, or from making any disclosure that the law protects.

## 5. Ownership and no licence

**5.1** All Confidential Information stays the property of the Discloser (or of the third party that licensed it to the Discloser). This agreement does not transfer ownership of it.

**5.2** Nothing in this agreement gives the Receiver any licence or other right in any patent, copyright, trade mark, trade secret, design or other intellectual property of the Discloser, except the limited right to use the Confidential Information for the Purpose.

**5.3** If the Receiver gives feedback or suggestions about the Discloser's products, services or plans, the Discloser may use them freely and without payment.

## 6. No obligation and no warranty

**6.1** The Discloser does not have to share any particular information, and neither party has to enter into any further agreement, because of this agreement.

**6.2** Confidential Information is shared as it is. The Discloser gives no promise or warranty about its accuracy, completeness or fitness for any use, and is not liable for the Receiver's use of it.

**6.3** This agreement does not make either party the agent, partner or employee of the other.

**6.4** The Discloser does not give up any legal privilege by sharing information that is privileged, and the Receiver will protect that information as it would its own.

**6.5** The Receiver confirms that it is free to enter into this agreement and that doing so does not break any duty it owes to someone else, such as an employer or a former client. The Receiver will not give the Discloser any confidential information that belongs to someone else.

**6.6** The Receiver remains free to work on its own ideas that it develops without using the Confidential Information.

## 7. Term and duration

**7.1** This agreement starts on the date at the top and continues until either party ends it by giving the other 30 days of written notice.

**7.2** The Receiver's duties apply to all Confidential Information shared before this agreement ends, and continue for five years from the date this agreement ends .

**7.3** A duty about a trade secret, or about Personal Data, continues for as long as the information remains a trade secret or Personal Data, and any longer period that the law requires also applies.

**7.4** Ending this agreement does not affect rights that have already arisen, including a claim for an earlier breach. Sections 1, 3, 4, 5, 7, 8, 9, 10 and 11 continue after it ends.

## 8. Return and destruction

**8.1** Within 14 days after the Discloser asks in writing, or after this agreement ends, the Receiver will return or securely destroy all Confidential Information and every copy, in any form, and make sure its Representatives do the same.

**8.2** On request, the Receiver will confirm in writing that it has done this.

**8.3** The Receiver may keep copies that the law or a regulator requires it to keep, and copies held in automatic electronic backups that cannot reasonably be deleted. It will not use these copies for any other purpose, and they stay confidential under this agreement for as long as they are kept, even after the period in section 7.2 ends.

## 9. Remedies

**9.1** The Receiver understands that a breach of this agreement may cause the Discloser harm that money alone cannot put right. The Discloser may therefore ask a court for an injunction, an order for specific performance or other urgent relief to stop or prevent a breach, without having to prove actual loss, in addition to any other remedy, including damages.

**9.2** The Receiver will pay the Discloser's reasonable costs of enforcing this agreement if a court or tribunal finds that the Receiver has breached it.

**9.3** The Discloser's rights and remedies under this agreement are in addition to those that the law gives it.

**9.4** Each party will bear its own costs of the discussions about the Purpose. The Receiver must comply with the export control, sanctions and anti-corruption laws that apply to the Confidential Information and to the people it shares it with.

**9.5** If the Receiver is an individual who acts for a business, that business and the individual are both bound by this agreement, and the individual confirms that they have the authority to bind the business.

## 10. Other terms

**Notices.** A notice under this agreement must be in writing and delivered by hand, by courier or by email to the address of the other party at the top of this agreement, or to the other address that a party gives in writing. A notice delivered by hand or courier is received when it is delivered, and a notice by email is received at the time it is sent, unless the sender gets an automatic message that it was not delivered. Email for notices to Vega Robotics Ltd : [legal@vega-robotics.example](mailto:legal@vega-robotics.example) . Email for notices to Marco Bellini : [marco.bellini@example.com](mailto:marco.bellini@example.com) .

**Assignment.** The Receiver may not assign or transfer any of its rights or duties under this agreement. The Discloser may assign its rights to a successor to the business or assets to which the Confidential Information relates, by telling the Receiver in writing.

**Entire agreement.** This agreement is the whole agreement between the parties about its subject and replaces every earlier discussion, understanding or agreement about it.

**Amendment and waiver.** This agreement may be changed only in writing signed by both parties. A failure or delay in exercising a right is not a waiver of it, and a waiver is effective only if it is in writing.

**Severability.** If a court or tribunal finds any part of this agreement invalid or unenforceable, the rest stays in effect, and the parties will replace that part with a valid term that comes as close as possible to its purpose.

**Third parties.** Only the parties may enforce this agreement.

**Counterparts and electronic signature.** This agreement may be signed in separate copies and by electronic signature, and each is an original. Together they form one agreement.

## 11. Governing law and disputes

This agreement, and any dispute or claim arising from or connected with it, are governed by the law of Ireland .

The place for deciding any dispute under this agreement is Dublin, Ireland .

How disputes are decided

## Signatures

Signed by the parties on the dates below.

**The Discloser: Vega Robotics Ltd** Name and role: ______________ Signature: ______________ Date: ______________

**The Receiver: Marco Bellini** Name and role: ______________ Signature: ______________ Date: ______________

Templates are a careful starting point, not legal advice. Where the law matters, check what applies where you are.

Contracts and agreements

## What this template is for

A full one-way (unilateral) NDA you fill in online: what is confidential, the receiver's duties, exclusions, compelled disclosure, return, remedies, term and law.

It is free to fill in online, needs no account, and downloads as a Word document or a PDF. [See all Contracts and agreements templates](https://nerix.ai/templates/contracts)

Contracts and agreements

## What you fill in

The form asks for 12 details. The document fills itself in as you type.

- ### Disclosing party: name For example: Vega Robotics Ltd
- ### Disclosing party: address For a company, its registered address. For example: 9 Harbour Road, Dublin, Ireland
- ### Disclosing party: email for notices (optional) optional For example: legal@vega-robotics.example
- ### Receiving party: name For example: Marco Bellini
- ### Receiving party: address For a company, its registered address. For example: Via Roma 22, Milan, Italy
- ### Receiving party: email for notices (optional) optional For example: marco.bellini@example.com
- ### Purpose The only reason the information may be used. For example: to let the receiving party review our product designs and decide whether to join as a technical adviser
- ### What is confidential Examples of the information. The agreement also covers anything that is clearly confidential. For example: product designs, source code, prices, customer lists, business plans and anything marked or described as confidential
- ### Confidentiality lasts for Two to five years is common. Trade secrets stay protected for longer. For example: five years from the date this agreement ends
- ### Country or state whose law applies For example: Ireland
- ### How disputes are decided
- ### Place of the courts or of the arbitration For example: Dublin, Ireland

Contracts and agreements

## What is inside

The parts of this document, in order.

- 1 Background
- 2 1. Definitions
- 3 2. The Receiver's duties
- 4 3. What is not Confidential Information
- 5 4. Disclosure required by law
- 6 5. Ownership and no licence
- 7 6. No obligation and no warranty
- 8 7. Term and duration
- 9 8. Return and destruction
- 10 9. Remedies
- 11 10. Other terms
- 12 11. Governing law and disputes

Templates

## How it works

- 01 ### Fill in Type your details in the form. The document fills itself in as you type; click any gap to jump to its field.
- 02 ### Check Read it through. Gaps you have not filled stay marked, so nothing goes out half done.
- 03 ### Download Save it as a Word document to edit further, or as a PDF to send or print.

### Make it yours with AI

Open it in the chat and ask for changes: shorter, firmer, another situation, another language.

[Adapt it with nerix](https://nerix.ai/try?template=one-way-nda)

### Was this template helpful?

Contracts and agreements

## Questions people ask

### What details does this template ask for?

The form asks for 12 details, starting with Disclosing party: name, Disclosing party: address, Receiving party: name, Receiving party: address, Purpose. 2 more are optional.

### Can I download this template as Word or PDF?

Yes. When you have filled in the form, save it as a Word document to keep editing, or as a PDF to send or print. It is free and needs no account.

### Is what I type sent anywhere?

No. What you type stays in your browser while you fill in the document. It only goes to nerix if you choose to open the template in the chat.

### What should I check before I use this template?

Confidentiality agreements are read and enforced differently from country to country, and trade secrets, personal data and whistleblowing have rules of their own. Some places limit how long a duty of confidence may last or how far it may reach. Choose the governing law and the place of disputes with care, and ask a lawyer to review the agreement if a lot is at stake.

### Are these contract templates free?

Most are. You can fill in and download them for free as Word or PDF, with no account. A few long business agreements are premium: free to fill in, paid once to download, and marked with their price.

### Is a template contract legally valid?

A signed agreement is usually valid when both sides understand and accept it, but rules differ by country and by type of contract. Treat a template as a careful starting point and check what applies where you are.

### Do I need a lawyer to use a template?

For simple, low risk agreements many people do not. For large sums, property, employment disputes or anything unusual, ask a lawyer to review the draft first.

### Can I change the terms?

Yes. Download the Word version and edit it, or ask nerix in the chat to make a clause stricter, shorter or in another language.

Templates

## More in Contracts and agreements

- [New Affiliate agreement Pay affiliates a commission for each sale they bring through a tracked link, with clear rules. Contracts and agreements](https://nerix.ai/templates/affiliate-agreement)
- [Asset purchase agreement Buy or sell the assets of a business: what is included, the price, who takes the debts, and the warranties given. Contracts and agreements](https://nerix.ai/templates/asset-purchase-agreement)
- [Assignment of contract Transfer a contract to a new party with the consent of the other side, clear warranties and an effective date. Contracts and agreements](https://nerix.ai/templates/assignment-of-contract)
- [New Catering services agreement Hire a caterer for an event with a menu, price per head, deposit and a clear cancellation table. Contracts and agreements](https://nerix.ai/templates/catering-services-agreement)
- [New Change order Agree a change to the work in writing: what changes, the cost, the new contract sum and the time. Contracts and agreements](https://nerix.ai/templates/change-order)
- [Cleaning service agreement Agree the tasks, schedule, price and rules with a cleaner or cleaning company, for a home or a business. Contracts and agreements](https://nerix.ai/templates/cleaning-service-agreement)

[See all Contracts and agreements templates](https://nerix.ai/templates/contracts)

Templates

## More kinds of documents

Every category has its own page, so you can see all of its templates at once.

## Use it in nerix

### Use it in nerix

- [Templates](https://nerix.ai/product/templates)
- [E-signatures](https://nerix.ai/product/e-signatures)

### Learn more

- [How to Make a Document From a Template](https://nerix.ai/help/make-a-document-from-a-template)
- [Contracts and agreements](https://nerix.ai/templates/contracts)

## Keep reading

- Sales and contracts NDA [Sales and contracts](https://nerix.ai/blog/category/sales-and-contracts) October 21, 2026 6 min read ### [NDA basics: one-way or mutual, and when to use each](https://nerix.ai/blog/nda-one-way-or-mutual) What a non-disclosure agreement does, when a one-way NDA fits and when a mutual NDA is fairer, plus the clauses to check before you sign or send one. Read the guide