Protection & Confidentiality

Non-Disclosure Agreement (NDA) -- One-Way

A one-way Non-Disclosure Agreement protects confidential information shared by one party to another. Essential when sharing business ideas, financials, or proprietary processes with a single direction of disclosure.

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Drafted to comply with Kenyan law and international common law standards.

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Who needs this document

You need a one-way NDA if you are disclosing confidential information to another party — a potential client, partner, investor, or contractor — and need to protect that information from being shared or misused. It is the standard NDA for pitch meetings, supplier discussions, and outsourcing arrangements.

What this document covers

Disclosing and receiving party details

Definition of confidential information

Permitted use of confidential information

Exclusions from confidentiality (public information, prior knowledge)

Duration of confidentiality obligations

Obligation to return or destroy information

Remedies for breach

Governing law clause

Frequently Asked Questions

Is a one-way NDA enforceable in Kenya?

Yes, under the Law of Contract Act (Cap. 23). Kenyan courts have upheld confidentiality agreements where the disclosing party has a legitimate business interest in protecting the information and the restrictions are reasonable in scope and duration.

What information can an NDA protect?

NDAs can protect trade secrets, business plans, financial information, client lists, proprietary processes, and any other information that derives value from being kept confidential. Publicly available information cannot be protected by an NDA.

Is a one-way NDA valid across common law countries?

Yes. NDAs are enforceable in the UK, Australia, India, Nigeria, Kenya, and other common law jurisdictions. The key requirements are: clearly identified confidential information, a reasonable duration, and a legitimate business purpose for the restriction.