One-Way Non-Disclosure Agreement
This One-Way Non-Disclosure Agreement ("Agreement") is entered into as of 2026-05-06 by and between Acme, Inc., located at 123 Market Street, San Francisco, CA 94105 ("Disclosing Party"), and Recipient Company, LLC, located at 456 Main Street, New York, NY 10001 ("Receiving Party").
1. Purpose
The Disclosing Party may disclose Confidential Information to the Receiving Party solely for evaluating a potential business relationship with the Disclosing Party (the "Purpose"). The Receiving Party may use Confidential Information only for the Purpose.
2. Confidential Information
"Confidential Information" means non-public business, technical, financial, product, customer, security, operational, or other information disclosed by or on behalf of the Disclosing Party, whether disclosed in writing, orally, visually, electronically, or by inspection, that is marked confidential or reasonably should be understood to be confidential from the nature of the information or the circumstances of disclosure.
3. Exclusions
Confidential Information does not include information that the Receiving Party can show: (a) is or becomes public through no breach of this Agreement; (b) was lawfully known to the Receiving Party without a confidentiality obligation before disclosure; (c) is lawfully received from a third party without a confidentiality obligation; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.
4. Confidentiality Obligations
The Receiving Party will: (a) protect Confidential Information using at least reasonable care and no less care than it uses for its own similar information; (b) not disclose Confidential Information except as permitted by this Agreement; (c) limit access to employees, contractors, advisors, and representatives who need to know it for the Purpose and are bound by confidentiality obligations; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure.
5. Required Disclosure
The Receiving Party may disclose Confidential Information if required by law, court order, subpoena, or government authority, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt notice and reasonable assistance so the Disclosing Party may seek confidential treatment or other protection.
6. Return or Destruction
Upon written request, the Receiving Party will return or destroy the Disclosing Party's Confidential Information, except that the Receiving Party may retain archival copies required by law, compliance policy, or automated backup systems, subject to the continuing confidentiality obligations in this Agreement.
7. No License or Obligation
All Confidential Information remains the property of the Disclosing Party. This Agreement does not grant any license or ownership right and does not require either party to proceed with any transaction, purchase, partnership, or other business relationship.
8. Term
This Agreement begins on the effective date and continues for 3 years. The Receiving Party's confidentiality obligations survive for 3 years after each disclosure, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
9. Remedies
Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The Disclosing Party may seek injunctive relief in addition to any other remedies available at law or in equity.
10. Governing Law
This Agreement is governed by the laws of Delaware, without regard to conflict-of-law rules. The parties consent to jurisdiction and venue in state and federal courts located in Delaware.
11. Entire Agreement
This Agreement is the entire agreement between the parties regarding the confidentiality of information disclosed for the Purpose and may be amended only in a writing signed by both parties.
Recipient: Jane Recipient (jane@example.com)
By signing below, the signer represents that they are authorized to bind the Receiving Party and agrees to the terms of this Agreement.