One-way NDA document pack

When only one side has secrets to protect — a startup pitching investors, a client briefing a contractor — the symmetric mutual NDA is overkill. The one-way NDA puts the burden on the actual recipient, which is who you actually need to bind.

Who this pack is for

You're sharing confidential information with someone who isn't sharing equivalent information back. The most common scenarios: a startup founder pitching investors, advisors, or potential acquirers and disclosing financials, customer lists, or product roadmaps; a company briefing a vendor, contractor, or consultant on internal processes, source code, or trade secrets that the vendor needs to see to do the work; a brand briefing an agency on an upcoming campaign that needs to stay confidential until launch. The receiving party is being given access; the disclosing party is doing the disclosing.

When to use it

Sign before any confidential information changes hands. The NDA must precede the disclosure; signing it after the fact is much weaker because the receiving party can argue they were already exposed without obligation. Sequence: high-level introduction → NDA execution → detailed disclosure. For investor pitches, many sophisticated investors will refuse to sign NDAs on principle (they see too many decks to track separate confidentiality terms) — pitch with awareness of this and protect your most sensitive information by deferring its disclosure to the diligence stage when an NDA can be required. For contractors and vendors who must sign, executing the NDA is part of onboarding before scope-of-work briefing.

What it doesn't cover

This is a one-way NDA: only the Recipient is bound to confidentiality. It does not cover situations where the Recipient will also share their own confidential information back — for those, use the mutual NDA. It does not include non-compete, non-solicitation, or assignment-of-IP provisions; those are separate and have different legal treatment. It does not cover information shared in employment relationships (which are governed by employment confidentiality clauses) or relationships with sophisticated parties who require their own NDA forms (large investors, big-tech acquirers). And it does not protect against disclosure that's permitted under exclusions: information already public, information the Recipient already knew, information the Recipient develops independently, or disclosure compelled by law.

State-specific notes

Rules vary by jurisdiction. Below are notes for the states where one-way nda runs into the most variance. If your state isn't listed, default to your state's tenant-rights handbook or local legal aid.

California (CA)

California's strong public policy against restrictive covenants (Cal. Bus. & Prof. Code § 16600) does not extend to standard confidentiality NDAs — those are enforceable. But provisions that effectively restrict the Recipient from working in your industry, soliciting your employees, or using their general knowledge will be void. Keep the NDA narrowly focused on confidentiality; don't try to use it as a back-door non-compete.

Cal. Bus. & Prof. Code § 16600 →

Delaware (DE)

Delaware is a popular choice for governing law in NDAs — the Court of Chancery has extensive expertise in business disputes and enforces NDAs as written between sophisticated commercial parties. NDAs governed by Delaware law are highly enforceable. Many companies' standard NDAs default to Delaware governing law even when neither party is based there.

Delaware Court of Chancery →

Common questions

How long should the confidentiality term be?

Two to five years for typical business confidential information. Longer (5–10 years or 'in perpetuity') for true trade secrets — formulas, algorithms, customer lists. Shorter (1–2 years) for fast-moving information that becomes obsolete (product roadmaps, marketing strategies, financial projections that age out within a year). The pack lets you set the term; pick a number that matches the actual sensitivity life of the information.

What's the difference between a one-way NDA and a mutual NDA?

One-way NDA: only the Recipient is bound by confidentiality. Used when only one side is sharing sensitive information. Mutual NDA: both sides are bound. Used when both parties will exchange confidential information (joint ventures, M&A diligence with both companies sharing financials). For most pitch / vendor / contractor situations, one-way is appropriate — the Discloser has secrets, the Recipient doesn't.

Will an investor actually sign this?

Sophisticated VCs typically refuse — they see hundreds of decks and tracking confidentiality obligations across all of them is impractical. Many publish 'we don't sign NDAs' policies. If your investor refuses, your options are: (1) pitch without disclosing your most sensitive material, deferring it to diligence stage, (2) trust the investor's reputational interest (top firms have strong incentives to not leak), (3) decline to pitch (rare). For angel investors, friends-and-family, and earlier-stage investors, NDAs are more commonly signed. Don't make NDA-signing a hard requirement before you've gauged the investor's policy.

What counts as 'confidential information'?

The pack defines it broadly: any non-public information the Discloser shares, that's marked confidential or that a reasonable person would understand to be confidential. Include in the disclosure: financials, customer lists, source code, product roadmaps, technical specifications, business strategy, pricing. Mark documents 'Confidential' when sharing — explicit marking is more reliable than the 'reasonable person' fallback.

What are the standard exclusions?

The pack covers the five universal exclusions: information that was already public; information the Recipient already had before disclosure (without confidentiality obligation); information lawfully received from a third party with no obligation; information independently developed without using the Confidential Information; information required to be disclosed by law (with prompt notice to Discloser where allowed). These are non-negotiable in standard NDAs and are universally accepted.

What remedies if the Recipient breaches?

Money damages plus injunctive relief. The pack acknowledges that breach causes 'irreparable harm' — language that makes injunctive relief easier to obtain in court (a judge can order the Recipient to stop using or disclosing the information). Money damages can be hard to prove for confidential information leaks (what's the dollar value of a leaked customer list?), so injunctive relief is often the more practical remedy. For high-stakes confidentiality, also consider liquidated damages — a pre-agreed amount per breach — which removes the burden of proving actual damages.

Can I make the Recipient destroy the information after the engagement ends?

Yes — the pack includes return-or-destruction provisions. Be aware that 'destruction' is increasingly aspirational rather than absolute: modern systems back up, replicate, and archive data, so 'destruction' typically means deletion from active systems and reasonable efforts to remove from backups over normal retention cycles. Don't expect the Recipient to wipe their backup tapes for a one-line confidentiality clause; the obligation is reasonable destruction, not perfect erasure.

Should I sign the Recipient's NDA template instead?

Read it carefully first. Common one-way templates favor the receiving party (you, in this case) too much: short term, narrow definition of confidential info, restrictive remedies, biased forum selection. If the other party offers their template, it's worth proposing modifications or starting from a balanced template like Pike's. NDAs are negotiable; very few are signed exactly as initially drafted in a serious commercial context.

Pike provides plain-language legal information, not legal advice. State and local rules change. If money, custody, or your housing is on the line, talk to a licensed attorney or your local legal aid office.