NON-DISCLOSURE AGREEMENT (ONE-WAY)

This Agreement is made on [effectiveDate] between:

(1) [disclosingPartyName] of [disclosingPartyAddress] (the "Disclosing Party"); and

(2) [receivingPartyName] of [receivingPartyAddress] (the "Receiving Party").

1. Purpose

1.1. The Disclosing Party will share confidential information with the Receiving Party for the purpose of: [purpose] (the "Purpose").

2. Definition of Confidential Information

2.1. "Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, in any form, that is:

(a) marked or identified as confidential;

(b) provided in circumstances importing an obligation of confidence; or

2.2. Confidential Information includes (without limitation): business plans, financial information, customer lists, technical data, source code, know-how, pricing, strategies, designs, and personal data.

3. Obligations of the Receiving Party

3.1. The Receiving Party shall:

(a) keep all Confidential Information strictly confidential;

(b) use the Confidential Information solely for the Purpose;

(d) not copy, reproduce, or distribute the Confidential Information except as necessary for the Purpose;

(e) not disclose the Confidential Information to any third party except to those of its employees, professional advisers, or contractors who:

(i) need to know it for the Purpose; and

(ii) are bound by written or professional duties of confidentiality at least as stringent as those in this Agreement.

3.2. The Receiving Party is responsible for any breach caused by anyone to whom it discloses the Confidential Information.

4. Exceptions

4.1. The obligations in clause 3 do not apply to information that:

(a) is or becomes publicly available without breach of this Agreement;

(b) was already known to the Receiving Party before disclosure (and the Receiving Party can prove this);

(d) is rightfully received from a third party without a duty of confidentiality; or

(e) is required to be disclosed by law, regulation, or order of a competent court or regulator. Where lawful and practicable, the Receiving Party will notify the Disclosing Party in advance.

5. No Licence

5.1. Nothing in this Agreement grants the Receiving Party any rights in the Confidential Information beyond the limited right to use it for the Purpose.

6. No Obligation to Proceed

6.1. Neither party is obliged to enter into any further transaction, contract, or relationship as a result of this Agreement.

7. Return or Destruction

7.1. On written request by the Disclosing Party, or on completion of the Purpose, the Receiving Party shall promptly return or destroy all Confidential Information (including copies) and confirm destruction in writing if requested.

8. Term

8.1. This Agreement takes effect on the Effective Date and continues for 3 years. Trade secrets remain protected for as long as they remain trade secrets.

9. Data Protection

9.1. To the extent the Confidential Information includes personal data, the parties shall comply with the UK GDPR and the Data Protection Act 2018.

10. Remedies

10.1. The parties acknowledge that damages may be inadequate, and the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies at law.

11. General

11.1. This Agreement is the entire agreement between the parties on its subject matter.

11.2. Variations must be in writing and signed by both parties.

11.3. Nothing creates a partnership, agency, or employment relationship.

11.4. If any provision is invalid, the remainder continues in force.

12. Governing Law and Jurisdiction

12.1. This Agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Signed for and on behalf of [disclosingPartyName]:

Name: ____________________________

Position: __________________________

Signature: _________________________

Date: ____________________________

Signed by [receivingPartyName]: