Unilateral Non-Disclosure
Agreement (NDA)
About Skala NDA
The Unilateral Non-Disclosure Agreement (NDA) is a legal tool designed to protect confidential information when only one party (Disclosing Party) shares sensitive material with another party (Receiving Party). This NDA is commonly used when sharing proprietary information for:
engaging contractors, employees, or consultants;
negotiating supplier agreements;
providing data to advisers.
This form of NDA does not impose mutual obligations. Only the Receiving Party undertakes to protect information.
Importance of Using the NDA Properly
The value of an NDA is in its proper use and enforcement. A current high-profile example is the dispute involving Tesla and a former employee alleged to have leaked trade secrets to a rival. Such cases demonstrate that NDAs are critical tools, but they are only effective when:
thoughtfully drafted to match the circumstances;
used alongside robust internal processes to safeguard data;
actively enforced in the event of a breach.
Key Terms to Complete
The Skala Unilateral NDA template requires the parties to define certain key terms. The table below sets out considerations when completing these fields.
Limitations and Exceptions
The Unilateral NDA contains standard exceptions to confidentiality obligations. These include information that:
is or becomes public through no fault of the Receiving Party;
the Receiving Party already lawfully possessed before disclosure;
is independently developed without reference to the confidential information.
It also allows for required disclosures by law, provided the Receiving Party gives notice where possible and assists in seeking protective measures.
Whistleblower protections are expressly mentioned (e.g., under the U.S. Defend Trade Secrets Act, UK Public Interest Disclosure Act, Singapore's Protected Disclosure provisions). NDAs cannot and should not be used to silence lawful reporting of misconduct.
Enforcement
If confidentiality is breached, the Disclosing Party may seek:
injunctive relief to prevent further misuse;
damages for any loss suffered.
The Skala Unilateral NDA stipulates that breaches of confidentiality can cause harm that is not compensable by money alone. Therefore, it provides for timely equitable relief.
Practical Tips
To make the Unilateral NDA effective:
ensure confidential material is clearly labelled as “confidential” where possible;
share information only on a need-to-know basis;
keep a record of what is disclosed and to whom; and
remember that an NDA is not a substitute for internal security measures.
Final Word
Unilateral NDAs play an important role in protecting sensitive information. However, they must be combined with sensible data handling practices and a willingness to enforce rights if necessary.
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FAQ
The exercise price of the shares under the FAST agreement will be determined at the time of issuance and will be included in the applicable Stock Purchase Agreement.
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