Sample unilateral NDA for use when an individual is meeting with/disclosing to a company. California law. YMMV.

1. CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the “Agreement”) is made and entered into on this ____ day of
___________, 2011 (the “Effective Date”), by and between _________________, an individual (“Disclosing
Party”), and ___________________, a _________________ (“Recipient”).
Disclosing Party is willing to disclose to Recipient certain confidential and proprietary information in
order to permit Disclosing Party and Recipient to evaluate and/or enter into a potential business transaction or
relationship (the “Relationship"), subject to the terms and conditions described in this Agreement.
NOW THEREFORE, in consideration of the foregoing premises and mutual promises hereinafter
contained, Recipient agrees as follows:
1. Definitions. As used in this Agreement, the
words below are defined as follows: “Review Material” refers to reports, notes,
analyses, forecasts or other documents which contain
“Confidential Information” means any or reflect Confidential Information, including, without
Disclosing Party proprietary information, technical limitation, materials created by Recipient.
data, trade secrets or know-how, including, but not
limited to, research, product plans, products, services, 2. Confidentiality. Except as required by law,
customers, markets, software, databases, applications, neither Recipient nor its Representatives will, without
formats, developments, inventions, processes, the prior written consent of Disclosing Party, disclose
formulas, technology, designs, drawings, algorithms, to any person the fact that Confidential Information has
engineering data, marketing, financial or other business been made available to Recipient or any of the terms,
information. Confidential Information shall include all conditions or other facts with respect to the
information that should reasonably be understood by Relationship.
Recipient, because of legends or other markings, the
circumstances of disclosure, or the nature of the 3. Duty of Care. Recipient agrees to use at least
information itself, to be proprietary and confidential to the same degree of care in protecting and using the
Disclosing Party, regardless of whether such Confidential Information received pursuant to this
information is marked “Confidential” or “Proprietary.” Agreement as Recipient would use in protecting its
own Confidential Information, but in no case less than
Confidential Information shall not include a reasonable degree of care.
information which is: (i) obtained by Recipient from a
third party which third party, to the actual knowledge 4. Nondisclosure Period. Review Material and
of Recipient, is lawfully in possession of such Confidential Information will be kept confidential for a
information without violation of any contractual or period of three (3) years from the date of disclosure.
legal obligation; (ii) part of the public domain through Neither Recipient nor any of its Representatives will,
no fault of Recipient or its Representatives; (iii) without the prior written consent of Disclosing Party,
independently developed by Recipient or its disclose the Review Material or the Confidential
Representatives without reference to any Confidential Information, in whole or in part, in any manner.
Information; or (iv) approved for disclosure by written
authorization of the Disclosing Party. 5. Limitations on Use. Recipient agrees that
Recipient will: (a) not use the Review Material or the
“Representatives” refers to the directors, Confidential Information other than for the purpose of
officers, employees, agents or other representatives, evaluating or pursing the Relationship; (b) not use the
including, without limitation, attorneys, accountants, Review Material or the Confidential Information to
consultants, investment bankers, financial advisors and compete, directly or indirectly, with Disclosing Party;
lenders of Recipient and its affiliates. and (c) disclose the Review Material and the
Confidential Information only to Representatives who

2. need to know the same for the purpose of evaluating or license to Recipient of such Confidential Information
pursuing the Relationship, are informed of the under any rights held by Disclosing Party. It is
confidential nature of the same, and agree to be bound understood and agreed that the disclosure of
by this Agreement or a similar agreement providing Confidential Information hereunder shall not result in
equivalent protections that extend to Disclosing Party’s any obligation on the part of Disclosing Party to enter
Confidential Information. into any further agreement with Recipient with respect
to the subject matter hereof or otherwise.
6. Return of Materials. At Disclosing Party’s
request, Recipient will promptly return or destroy any 12. Injunctive Relief. Recipient acknowledges
and all Confidential Information disclosed under this that remedies at law may be inadequate to protect
Agreement, together with all copies thereof, and Disclosing Party against breach of this Agreement, and
destroy all Review Material (and confirm such Recipient hereby agrees in advance that Disclosing
destruction in writing to Disclosing Party). Party shall be entitled to seek injunctive relief in the
event of a breach of this Agreement, in addition to all
7. Liability for Representatives. Recipient will other remedies available at law or equity.
be responsible for any breach of this Agreement by its
Representatives. 13. Successors and Assigns. This Agreement is
binding on the parties, their successors and assigns. No
8. Legally Compelled Disclosure. If Recipient is modification of this Agreement shall be effective
requested or required to disclose any Confidential unless in writing and signed by both parties hereto.
Information or Review Material by administrative or
judicial action, Recipient will promptly notify 14. Notices. All notices, demands, requests or
Disclosing Party of such action to give Disclosing other communications given under this Agreement
Party the opportunity to seek any legal remedies shall be in writing and be given by email or fax (with
available for the purpose of maintaining the confirmation of delivery), personal delivery, certified
confidentiality of such information. If such protective mail, or nationally recognized overnight courier service
order or other remedy is not obtained, Recipient will to the address set forth below or as may subsequently
furnish only that portion of such information which is in writing be requested.
required, and will use reasonable efforts to obtain
reliable assurance that confidential treatment will be 15. Waiver. Disclosing Party’s waiver of any
accorded to all such information. breach or failure to enforce any of the terms and
conditions of this Agreement at any time shall not in
9. Representations and Warranties. Except as any way affect, limit, or waive Disclosing Party’s right
otherwise provided herein, Disclosing Party makes no thereafter to enforce and compel strict compliance with
representation or warranty, express or implied, with every term and condition hereof.
respect to any Confidential Information and Recipient
agrees that it is entitled to rely solely on the 16. Disputes. This Agreement shall be governed
representations and warranties made to it by Disclosing by and construed in accordance with the laws of the
Party in any definitive agreement(s) regarding the State of California, without regard to its conflict of law
Relationship. Confidential Information is provided “as provisions. The parties agree to submit to the exclusive
is” with all faults and Disclosing Party shall not be jurisdiction of the state and federal courts located in
liable for its accuracy or completeness. San Francisco, California, to resolve any dispute
arising out of or relating to this Agreement.
10. Title to Confidential Information. All the
Confidential Information disclosed to, delivered to, or 17. Complete Agreement. This Agreement
acquired by Recipient from Disclosing Party hereunder constitutes the complete agreement between the parties
shall be and remain the sole property of Disclosing hereto and supersedes and cancels any and all prior
Party. communications and agreements between the parties
with respect to the disclosure of Confidential
11. No Obligation. Disclosure of Confidential Information related to the Relationship.
Information shall not constitute any option, grant, or
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3. IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this
Confidentiality Agreement upon the date first set forth above.
DISCLOSING PARTY: RECIPIENT:
__________________ _______________________
By: ____________________________ By:____________________________
Name: _____________________ Name: _____________________
Title: ______________________ Title: ______________________
Address: Address:
______________________ ______________________
______________________ ______________________
Email: __________________________ Email:__________________________
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