Non-Disclosure Agreement (One Way).

Investors and the enforcement reality

Founders often ask investors to sign an NDA before a pitch, and it's reasonable to ask, but the commercial reality is that many institutional investors and VCs decline to sign NDAs before an initial meeting, partly because they see similar pitches regularly and don't want confidentiality claims complicating their deal flow. Where an investor does sign, we still recommend disclosing only what's necessary for that stage of the conversation — the NDA is protection, not a substitute for commercial judgment about what to share and when.

Contractors and access to systems

When you're engaging a contractor or freelancer who needs system access, client data or proprietary processes to perform the work, the one-way NDA should be paired with — or built into — the services agreement itself, since a standalone NDA alone doesn't address IP ownership of what the contractor creates using that confidential information. We typically fold confidentiality obligations directly into the contractor agreement rather than running two separate documents, unless the contractor needs to see sensitive material before any engagement is confirmed.

Suppliers and specification information

Where you're sharing product specifications, formulations or technical drawings with a prospective supplier to get an accurate quote, the one-way NDA needs to specifically address what happens to that information if the supplier isn't ultimately engaged — including a prohibition on using it to quote or manufacture for a competitor.

Drafting for realistic enforcement

The hardest part of any NDA isn't the drafting, it's proving breach after the fact. We draft confidentiality definitions specifically enough that a breach can actually be identified and evidenced — vague catch-all definitions sound protective but make it harder to point to what was misused. We also build in practical protections: marking documents as confidential when shared, limiting the audience within the recipient's organisation, and requiring the recipient to have its own team members bound by equivalent confidentiality terms.

Term and what happens after the relationship ends

One-way NDAs used for supplier or contractor relationships typically run for the length of the engagement plus a set survival period, commonly two to three years, reflecting how quickly the specific information is likely to lose commercial sensitivity. For investor and buyer-facing NDAs tied to a capital raise or exit process, we often extend this where the information includes long-term strategic plans.

What the fixed fee covers

• One-way NDA drafted for the specific counterparty type (investor, contractor, supplier, buyer)
• Precise, evidence-friendly definition of confidential information
• Restrictions on internal distribution within the recipient's organisation
• Term and survival period matched to how long the information stays sensitive
• Guidance on realistic enforcement expectations before you rely on the NDA

Mistakes we see

• Assuming a signed NDA means it's safe to disclose anything without further judgment
• Using a mutual NDA template when only one party is actually disclosing sensitive information
• Vague confidentiality definitions that make a later breach impossible to evidence
• Relying on a standalone NDA with a contractor instead of embedding it in the services agreement with IP ownership terms
• Expecting institutional investors to sign an NDA before a first pitch meeting

Who this is for

• Founders sharing financials or a pitch deck with prospective investors
• Businesses engaging contractors or freelancers who need access to sensitive systems or data
• Companies sharing product specifications with prospective suppliers or manufacturers
• Business owners testing buyer interest before opening full sale due diligence

Frequently asked questions

Will an NDA actually stop someone from stealing my idea?

An NDA creates a contractual right to sue for breach and, in urgent cases, seek an injunction — but it doesn't physically prevent disclosure or guarantee compensation covers your loss. It's most effective as a deterrent and as a clear record that information was shared under obligation, which strengthens any later legal action.

Do I need an NDA before every investor meeting?

Not necessarily. Many investors won't sign one before an initial conversation, and insisting can slow down or damage the relationship. A more practical approach is to disclose only high-level information at first and save detailed financials or IP specifics for later-stage discussions, ideally once an NDA is in place.

Can I use a one-way NDA with a potential business buyer?

Yes, this is common before opening full due diligence to a prospective acquirer, and we typically pair it with restrictions on the buyer approaching your staff, customers or suppliers directly during discussions. If discussions progress, this NDA is usually superseded by a more detailed confidentiality clause in the sale agreement itself.

What's the difference between this and just adding a confidentiality clause to a contract?

A standalone NDA is used before any other agreement exists, typically during exploratory discussions. Once a services agreement, supply agreement or sale contract is signed, confidentiality obligations are usually better placed as a clause within that document rather than run as a separate NDA.

How long should the confidentiality obligation last?

It should be tied to how long the information stays commercially sensitive, not a fixed default. Financial projections may lose sensitivity within a couple of years, while proprietary technical processes may warrant a much longer, sometimes indefinite, protection period.