Non-disclosure letter (unilateral)

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A confidentiality agreement in letter form, with obligations of confidentiality placed on only one party.

Author: Alasdair Taylor
Updated: 11 April 2024
Length: 4 pages (min.)
Notes: 7 pages (min.)
Format: MS Word (.DOCX)

The substance of this non-disclosure letter is the same as our unilateral NDAs, and the letter may be used in substitution. A document in letter form can be less intimidating than a formal agreement.

This letter template allows a person or company disclosing information to protect that information. It requires the person who receives the information to keep it confidential and to refrain from revealing the information (without first obtaining the disclosing party's approval).

The non-disclosure letter requires the party receiving the confidential information to safeguard the information using the same kinds of measures it uses to safeguard similar information belonging to it - and at the very least to maintain a reasonable level of protection.

The letter also allows the disclosing party to choose to limit the way the receiving party may use the information. While the restriction on disclosure is broad, the letter does contain an exception that allows the receiving party to provide confidential information to legal or regulatory authorities when it is required by law to do so.

Although either party can terminate the letter agreement by writing to the other, the receiving party's obligation to keep the information confidential will continue either indefinitely or for a specified period after termination.


Standard non-disclosure letter contents

  1. Definitions
  2. Term
  3. Consideration
  4. Recipient confidentiality obligations
  5. Termination
  6. Effects of termination
  7. General

Premium non-disclosure letter contents

  1. Definitions
  2. Term
  3. Consideration
  4. Recipient confidentiality obligations
  5. Recipient publicity obligations
  6. Intellectual property rights
  7. Warranties
  8. Termination
  9. Effects of termination
  10. General
  11. Interpretation

The description of this non disclosure letter says that it is less formal and legalistic than a normal non disclosure agreement. Does that mean that it is less valid or in some way less binding?

No. The form of the document - letter or agreement - will not make any difference to its validity, providing the usual criteria for entering into a contract are fulfilled (offer and acceptance, consideration, intention to create legal relations, etc).

For how long do confidentiality obligations continue after termination?

Under the suggested wording, the confidentiality obligations continue indefinitely after termination of the letter agreement. A time limit on such obligations may be appropriate in some cases and can easily be added to the letter agreement.

Does the agreement cover disclosures made before the letter is signed?

Yes, it incorporates optional wording to do this.

We will be disclosing information that is likely to lead to passed on (unauthorised) to others. We can't realistically prevent this, but we do want the company we are disclosing information to to report this. Does the NDA include this kind of reporting obligation?

Yes. Under the NDA, the recipient of the confidential information must promptly advise the disclosor of any unauthorised use or disclosure of the confidential information of which it becomes aware.

What is the purpose of the publicity provisions in the premium letter?

This optional section can be used to restrict public disclosures that would not in themselves breach the confidentiality provisions. For example, the fact that the two parties are discussing a confidential matter may itself not be confidential - but that does not mean that the parties should be issuing press releases about those discussions. This section may also specify public disclosures that are permitted.

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