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One-way NDA template

A one-way NDA, also called a unilateral NDA, is an agreement where only one party shares confidential information and only the receiving party promises to keep it private.

What a one-way NDA is

In a one-way NDA, one side is the discloser and the other is the recipient. The duties run in one direction. It is shorter than a mutual NDA because there is only one set of obligations to describe.

This is general information to help you understand the document. It is not legal advice, and it is no substitute for a lawyer reviewing the version you plan to use.

When it is used

  • A company shows a product demo or private data to a prospect, an investor or a candidate.
  • A business hires a freelancer or contractor who will see internal systems. See the independent contractor agreement, which often carries its own confidentiality section instead.
  • A founder shares a pitch with a potential manufacturer.
  • A landlord or seller shares financial records with a serious buyer.

The pattern is the same: one side holds something valuable, and the other side needs to see it to decide.

What it usually contains

  1. Parties and roles. Names who discloses and who receives. Getting the roles backwards is a common and costly slip.
  2. Purpose. The reason the recipient gets the information. Use is limited to that purpose.
  3. What is confidential. A definition, often with examples such as code, prices, customer lists or designs.
  4. What is not confidential. Standard exclusions, like information already public or already known to the recipient.
  5. Recipient's duties. Keep it private, use reasonable care, share only with people who need it and are bound by similar terms.
  6. Legal orders. What the recipient does if a court or agency demands disclosure, usually notice to the discloser first.
  7. Duration. How long the duty lasts.
  8. Return of materials. What happens to copies when the relationship ends.
  9. Remedies and general terms. Governing law and how a breach is handled.
  10. Signature block. Often only the recipient signs, though some templates have both sides sign.

Things to get right

  • Decide who signs. Many one-way NDAs only need the recipient's signature. Some businesses also countersign so both copies match. Ask your lawyer which suits your template.
  • Sign before you share. The record should show the NDA was complete before the first disclosure. The sealed PDF carries a time from an outside RFC 3161 timestamp, and the audit trail records each step.
  • Know who you are sending to. If the address is a personal email you have not confirmed, add an access code and share it by phone.
  • Avoid overreach. A definition of "confidential" that covers everything can be hard to enforce. Narrow is often stronger.

How to send it for signature with docuinked

In the app

Upload the PDF, add one signer for the recipient, and drop a signature and date field next to their block. Click send. If you show demos every week, save the NDA as a template with one role, "Recipient", so the next one takes seconds.

By API

Here only the recipient signs, and an access code is set because the address is new to you.

curl https://docuinked.com/v1/documents \
  -H "Authorization: Bearer $DOCUINKED_API_KEY" \
  -H "Idempotency-Key: nda-demo-2026-11-12-lee" \
  -H "Content-Type: application/json" \
  -d '{"title": "One-way NDA: product demo",
       "pdf_url": "https://example.com/one-way-nda.pdf",
       "message": "Please sign before our demo on Thursday.",
       "signers": [{"name": "Jordan Lee", "email": "jordan@example.com", "access_code": "4417"}],
       "fields": [{"signer": 1, "kind": "signature", "anchor": "Recipient signature:"},
                  {"signer": 1, "kind": "name", "anchor": "Printed name:"},
                  {"signer": 1, "kind": "date", "anchor": "Date:"}],
       "send": true}'

Listen for document.completed with a webhook, and only open the demo once it fires.

From an agent

A scheduling agent can prepare the NDA when a demo is booked. Over MCP, it calls create_from_template with the guest's name and email, then asks to send. On a live key the reply is an approval_url, not a sent document. A person on your team approves it. That keeps a human in the loop without slowing down the agent's other work. See approvals.

Sources

Checked 2026-11-07.

Common questions

Does the discloser need to sign a one-way NDA?

Often not, because the duties fall on the recipient. Some companies countersign anyway so there is one fully signed copy. Your lawyer can tell you which your template expects.

Can a one-way NDA become mutual later?

Not by itself. If the recipient starts sharing too, sign a new mutual NDA or an amendment. Void the old draft if it was never sent.

Should a job candidate sign a one-way NDA before an interview?

Some companies ask for one before showing internal work. Keep it short and specific, and make sure the candidate gets a copy. docuinked emails the sealed PDF to every signer.

How do I prove the NDA was signed before the meeting?

Compare the signing time in the evidence record with your meeting time. The completed PDF carries an outside timestamp, so the time does not depend on anyone's own clock.

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