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Non-Disclosure Agreement (One Way)

Protect your confidential information before sharing it with contractors, suppliers, investors, or potential partners. One party discloses, the other is bound to keep it confidential.
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When to use

  • Before sharing business plans, financial projections, or pricing with a potential supplier, investor, or partner.
  • Before sharing product designs, technical specifications, or manufacturing processes with a contractor or service provider.
  • Before approaching a potential investor with your business plan or financial information.
  • Before sharing sensitive business information with a new employee (check whether your employment agreement already covers confidentiality before using a standalone NDA).

When NOT to use this document:

  • Both parties will be sharing confidential information – use the framewrk Non-Disclosure Agreement (Mutual) instead.
  • The information is already publicly known – an NDA cannot protect information already in the public domain.
  • You need trade mark, copyright, or patent protection – an NDA is a contractual protection only and should be used alongside, not instead of, formal IP protection.

Product description

Before you share your business plan with a potential investor, your product specifications with a manufacturer, or your processes with a contractor, you need a signed NDA. Without one, the information you share can be used or disclosed with limited legal recourse.

A one-way NDA creates a legally binding obligation on the recipient to keep your confidential information confidential and to use it only for the purpose you agreed. It is one of the simplest and most effective tools available to any business owner.

The framewrk One-Way NDA covers:

  • Confidential information definition – a specific, customisable definition of what categories of information are protected, with standard exclusions for publicly known or independently developed information
  • Confidentiality obligations – strict confidence, use restricted to the agreed purpose, disclosure only to representatives who need to know, and reasonable security measures
  • Compulsory disclosure process – a structured approach for handling legally required disclosure including prior notice and cooperation obligations
  • No licence or other rights – confirmation that disclosure does not grant any IP rights or make any warranty about the information
  • Return or destruction – obligations to return or securely destroy information when the purpose ends, with a carve-out for legally required retention
  • Term and survival – duration of the agreement and how long obligations continue after expiry, including an option for indefinite protection of trade secrets
  • Remedies – acknowledgment that breach may cause irreparable harm and the right to seek injunctive relief without posting security
  • Waiver – no failure to enforce operates as a waiver of future rights
  • Governing law – New Zealand law and courts
  • Notices – a clear notices clause specifying how and when notices take effect
  • Severability – invalid provisions are severed without affecting the rest

Verified against current NZ law. Delivered as an editable Word document.

Important: This is a general-purpose legal template, not legal advice. It does not create a lawyer-client relationship. You should satisfy yourself that it is appropriate for your situation before signing. For complex matters or significant commercial transactions, seek advice from a qualified NZ lawyer. Licensed for single business use only.