What is an NDA or unilateral non-disclosure agreement?

A unilateral NDA is a non-disclosure agreement signed between two parties in which only one of them (the disclosing party) shares confidential information with the other (the receiving party) and requires it not to disclose it to third parties without their consent.

This type of agreement is commonly used in situations where a company or individual has sensitive information that they want to share with another company or individual, but needs to ensure that the information is kept secret.

When to use this contract?

Some of the situations in which a unilateral NDA can be used are:

• When presenting a business idea or innovative product to a potential investor or partner.
• When sharing financial information or strategies with employees or contractors.
• When showing a new product to potential buyers or investors.
• When granting a license to use intellectual property.

When not to use this contract?

If what you want is to sign a confidentiality agreement where all parties share confidential information with each other, at LexDoka we have a mutual NDA.

Essential content

• Identification of the parties
• Definition of confidential information
• Obligations of the receiving party
• Purpose
• Duration
• Exceptions
• Consequences for non-compliance
• Applicable law

Optional content

• Fine in the case of breach of confidentiality obligation

Applicable law

In general, the norms of the Civil Code are applicable and, particularly, those related to the autonomy of the will (article 1255) and the validity of contracts (articles 1261 to 1277).

In addition, the obligation of confidentiality and secrecy during access to information in certain contexts is regulated in the following regulations:

• Law 3/1991, of January 10, on Unfair Competition (article 13).
• Royal Legislative Decree 2/2015, of October 23, which approves the revised text of the Workers’ Statute Law (articles 5, 20.2, 54.2 and 65, as well as applicable jurisprudence).
• Royal Legislative Decree 1/2010, of July 2, approving the revised text of the Capital Companies Law (article 232).
• Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, regarding the protection of natural persons with regard to the processing of personal data and the free circulation of these data and by which repeals Directive 95/46/EC (article 6).
• Organic Law 3/2018, on the Protection of Personal Data and guarantee of digital rights (articles 5, 6 and 28).
• Penal Code (articles 197 to 200 and 278, according to which the breach of the duty of secrecy may constitute a crime in some cases).

Related concepts

• NDA or Non-Disclosure Agreement
• Mutual NDA or Non-Disclosure Agreement

How much does it cost to make this contract with LexDoka?

LexDoka has an automated contractual model that allows you to create this contract, negotiate it and sign it, minimizing the time invested in the entire process. This automated model is free within all LexDoka subscription plans. If you want to try it, you can register for free to generate your first contract.