One-Way Non-Disclosure Agreement

1 Introduction

This is the boilerplate I use to offer a five-year non-disclosure agreement to those clients who require it.

1.1 License and Editorial Information

This document and the source code it contains are released under the MIT License and maintained at https://git.sr.ht/~emsenn/one-way-non-disclosure-agreement, where a list of alternative formats and syndications is available.

2 Agreement Text

#+TITLE: One-Way Non-Disclosure Agreement
#+OPTIONS: toc:nil num:nil
#+AUTHOR:
#+DATE:
This agreement is made and entered into on the signed date, by and
between the disclosing party and recipient. The intent this agreement
is to restrain the recipient's permissions related to information
provided to them by the disclosing party.

The disclosing party and recipient agree to the following:
1. Within the scope of this agreement, confidential information shall
   include all information or material that confers utility to the
   business in which the disclosing party is engaged. If confidential
   information is in written form, the disclosing party shall label
   the materials clearly with the word "Confidential" or a similar
   warning. If information is non-written, the disclosing party shall
   promptly provide a written indication that the communication
   constituted confidential information.
2. The scope of this agreement does not extend to information which
   is:
   1) publicly known at the time of disclosure or subsequently becomes
      public known through no fault of the recipient.
   2) discovered or created by the recipient without previous
      disclosure.
   3) legitimately learned through means beside the disclosing party.
   4) disclosed after written approval from the disclosing party.
3. The recipient shall hold and maintain confidential information in
   their strictest confidence and make use of it for the sole and
   exclusive benefit of the disclosing party. The recipient shall
   return to the disclosing party or destroy any confidential
   information they maintain upon a written request from the
   disclosing party.
4. The above section shall survive the termination of this agreement,
   and the recipient's duty to hold and maintain confidential
   information shall remain until the information no longer confers
   utility to the disclosing party, or a period of five years,
   whichever occurs first.
5. Nothing in this agreement represents a further relationship between
   the disclosing party and recipient.
6. If any provision of this agreement is found invalid or
   unenforceable, the remainder of the agreement shall be interpreted
   to best effect the intent of the agreement.
|           | Disclosing Party | Recipient |
|-----------+------------------+-----------|
| Date      |                  |           |
| Name      |                  |           |
| Signature |                  |           |