One-Way Non-Disclosure Agreement
Confidentiality where only one side is disclosing.
A contract (mutual or one-way), often called an NDA, in which the parties agree not to disclose confidential information shared during a business discussion, deal, or working relationship. Signing one is a common first step before sharing sensitive details, though used at the wrong stage it can also slow a deal down instead of protecting anyone.
- Business days
- 1–5Business days
- Lawyer reviewed
- 100%Lawyer reviewed
- Surprise bills
- $0Surprise bills
What a One-Way Non-Disclosure Agreement should include
What is confidential — the disclosing party's information, defined by category or marking.
Carve-outs — the standard exceptions for public, independently developed and lawfully obtained information.
Permitted purpose — the single reason the recipient may use the information.
Onward disclosure — who on the recipient's side may see it and on what terms.
Duration — how long the obligation survives.
Remedies — what the disclosing party can do if the obligation is broken.
When you need one
When you are showing something and the other side is not — a supplier evaluating your specifications, a contractor being briefed, a candidate seeing your roadmap. It is the faster document to get signed because the recipient is taking on obligations without giving any.
How Ruby drafts it
Tell us what you need
Describe the agreement, your business context, and how fast you need it. A few smart questions, not a legal questionnaire. Your price and turnaround are confirmed before anything starts.
Ruby drafts it
Once pricing is confirmed a qualified Ruby lawyer is assigned to your file, and the first draft is built from your answers and real Canadian statute.
A licensed lawyer reviews every line
A lawyer licensed in Canada reviews and finalizes the document before it reaches you, and writes the plain-language summary that comes with it.
Signed, stored, and yours to revisit
You get the final agreement and its summary, stored so you can come back to it rather than hunting through email for the current version.
The fee is set before any of that starts. Hourly billing moves as scope does; a flat fee is one number, confirmed in writing, that doesn’t change after the work is done. See how Ruby prices agreements.
Or did you mean one of these?
These get confused with a One-Way Non-Disclosure Agreement often enough to be worth ruling out before you buy the wrong document.
Questions people ask
Send the one that matches the conversation. If you are the only one disclosing, one-way is accurate and quicker to sign. If the other side will share too, they will ask for mutual and they will be right to.
It creates a contractual obligation about the information you disclose under it. It is not a substitute for owning the intellectual property — for that you are looking at an IP assignment, and for some things, registration.
For routine disclosures, a single template is normal and sensible. What varies is the definition of confidential information and the term, so it is worth having a version you can adjust rather than one you always send unchanged.
Looking for the plain definition rather than the document? See One-Way Non-Disclosure Agreement in the Ruby legal glossary.
This page is general information about Canadian business law and is not legal advice. Laws differ by province and change over time, and how they apply depends on your circumstances. For advice on your situation, speak with a lawyer licensed in your province.
Need a One-Way Non-Disclosure Agreement?
Ruby drafts it for a flat $299 CAD, confirmed before any work begins, with a licensed Canadian lawyer on every document.