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Unilateral NDA — Deep Analysis review

One-way / unilateral non-disclosure agreement under US trade-secret law. Checks cover DTSA whistleblower-immunity notice (18 U.S.C. § 1833(b)), Confidential-Information definition completeness, four standard exclusions, permitted-use scope, residuals, return-or-destruction with attestation, injunctive relief with waiver-of-bond, governing-law viability, no-precedent / MFN, non-solicit carve-outs, no-license, authority representation, successors-and-assigns, plus the unilateral-NDA role-framing check (disclosing-party / receiving-party labels must be present).

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What it checks

DTSA whistleblower-immunity notice present

NDAs with employees, contractors, or consultants must contain the DTSA notice of immunity for confidential disclosure of trade secrets to government or in court filings.

Critical · NDA-D-001

DTSA notice substantively complete

The DTSA notice must cover (a) immunity, (b) disclosure to a government official or attorney, and (c) sealed court filing — all three elements per § 1833(b).

Critical · NDA-D-002

Confidentiality term clause present

NDA must state how long confidentiality obligations endure — either a definite term, perpetual for trade secrets, or both.

Critical · NDA-D-003

Trade-secret perpetual carve-out present

Best practice: trade-secret obligations should continue for as long as the information qualifies as a trade secret, not be cut off by a fixed term.

Warning · NDA-D-004

Confidential Information defined

NDA must define 'Confidential Information' (or equivalent capitalized term).

Critical · NDA-D-005

Exclusion: publicly available information

The Confidential Information definition should exclude information that is or becomes publicly available through no breach.

Critical · NDA-D-006

Exclusion: previously known to the recipient

Confidential Information should exclude information already known to the receiving party prior to disclosure.

Critical · NDA-D-007

Exclusion: third party lawfully obtained

Confidential Information should exclude information lawfully received from a third party without breach.

Critical · NDA-D-008

Exclusion: independently developed

Confidential Information should exclude information independently developed by the receiver without reference to the Confidential Information.

Critical · NDA-D-009

Residuals clause flagged for awareness

Residuals clauses permit the receiver to use general knowledge retained in memory. Not inherently wrong but consequential for the discloser.

Note · NDA-D-010

Permitted-use scope is too broad

Permitted use of Confidential Information should be limited to the specific Purpose; 'any business purpose' is overbroad.

Warning · NDA-D-011

Permitted-use 'to evaluate the Purpose' framing present

Best practice: a narrow 'to evaluate the Purpose' (or equivalent) framing of permitted use.

Warning · NDA-D-012

Return-or-destruction clause present

NDA should require return or destruction of Confidential Information upon request or termination.

Critical · NDA-D-013

Return-or-destruction attestation requirement

Return-or-destruction clauses should require a written certification or attestation of destruction.

Warning · NDA-D-014

Injunctive-relief / irreparable-harm clause present

NDA should acknowledge that breach causes irreparable harm and that injunctive relief is appropriate.

Warning · NDA-D-015

Waiver-of-bond language present

Best-practice NDAs waive the requirement to post a bond when seeking injunctive relief.

Warning · NDA-D-016

Governing-law clause present

NDA should specify the governing law of the agreement.

Critical · NDA-D-017

Governing law from a viable jurisdiction

Governing law should be chosen from a list of generally viable jurisdictions (Delaware, New York, California, Texas, England & Wales, Massachusetts, Illinois, Washington).

Note · NDA-D-018

No-precedent / no-MFN clause

NDA may state that signing does not create most-favored-nation obligations or precedent for future terms.

Note · NDA-D-019

Non-solicitation lacks general-solicitation carve-out

If a non-solicitation clause is present, it should carve out general solicitations not targeted at the other party's personnel.

Warning · NDA-D-020

No-license / no-ownership-transfer clause

NDA should state that disclosure does not transfer ownership or grant a license in the Confidential Information.

Warning · NDA-D-021

Authority / no-conflicting-obligation representation

NDA may include a representation that each party has authority to sign and that no conflicting obligations exist.

Warning · NDA-D-022

Successors-and-assigns with consent

Assignment should require consent and bind successors.

Warning · NDA-D-023

Unilateral NDA — only discloser/receiver framing present

In a unilateral NDA, exactly one party should bear the receiver obligations. Mutual / bilateral phrasing in a unilateral template signals a template mismatch.

Warning · NDA-D-025

Every run also applies 101 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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