Example Corp NDA
Example Corp and Sample Studio LLC · sample one-way NDA
A one-way NDA: Example Corp shares information, and Sample Studio LLC keeps it secret while they discuss a design partnership. This is a sample written for CheckTOS to show how a read of an NDA works; neither company is real.
Long sentences with defined terms in capitals and a four-part exclusion list inside one sentence.
Sample Studio keeps Example Corp’s information secret for up to seven years, and indefinitely for trade secrets.
- Everything Example Corp shares counts as confidential, even if nobody marks it, including what is said in a meeting.Your duties
- For a year after the agreement ends, Sample Studio cannot hire Example Corp staff it met through the talks.Other promises
- Sample Studio covers all of Example Corp’s losses from any breach, with no cap.Your money
- Sample Studio must return or destroy everything within 10 days of a request.Your duties
Who is bound, and which way
Only Sample Studio is bound. Example Corp shares, Sample Studio receives, and the information may be used only to evaluate a design partnership.
"The Discloser will share information with the Recipient only to evaluate a possible design partnership (the "Purpose")."Section 1 · Parties and purpose
Nothing protects what Sample Studio shares in return.
What counts as confidential
Everything Example Corp discloses, in any form, marked or not, including spoken and visual information.
"Confidential Information means all information disclosed by the Discloser, in any form, whether or not marked as confidential, including oral and visual information."Section 2 · Confidential Information
What is not confidential
Public information, what Sample Studio already knew, what it gets from someone free to share it, and what it develops on its own. It can disclose when the law requires, after telling Example Corp where allowed.
"The Recipient may disclose Confidential Information if required by law, provided it gives the Discloser prompt written notice where legally permitted."Section 3 · Exclusions
What you must and must not do
Use the information only to evaluate the partnership, protect it with reasonable care at least, and share it only with staff and advisers who need it and are bound the same way. Return or destroy it within 10 days when asked.
"The Recipient may share Confidential Information only with its employees and advisers who need to know it for the Purpose and who are bound by confidentiality duties at least as strict as these."Section 4 · Obligations
"On request, the Recipient must return or destroy all Confidential Information within 10 days and confirm this in writing."Section 4 · Obligations
How long it lasts
The agreement runs two years. The duties run five more years after that, and for trade secrets, for as long as they stay secret.
"The Recipient’s duties continue for five years after it ends, and for trade secrets, for as long as the information remains a trade secret."Section 5 · Term
Other promises inside it
A 12-month ban on hiring or approaching Example Corp staff met through the talks, no licence to Example Corp’s intellectual property, and no announcing the talks without consent.
"For 12 months after this Agreement ends, the Recipient must not solicit or hire any employee of the Discloser it met through the Purpose."Section 6 · Other terms
The hiring ban goes beyond keeping information secret.
If it is breached
Example Corp can seek a court order to stop a breach, on top of damages. Sample Studio covers all losses from a breach by it or its advisers. Delaware law and Delaware courts apply.
"The Recipient will indemnify the Discloser for all losses arising from any breach of this Agreement by the Recipient or its representatives."Section 7 · Remedies and law
"This Agreement is governed by the laws of the State of Delaware, and the courts of Delaware have exclusive jurisdiction."Section 7 · Remedies and law
There is no cap on the indemnity.
Structure summary
We quote each item below and name its place in the documents.
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How to reach them
Taken from the documents and sorted by what you need.
Caveats
This breakdown explains what a sample nda says. The document and both companies are fictional, written for CheckTOS to show how a read works. It is not legal advice, does not assess whether any clause would hold up, and does not judge anyone. Every quote is word for word from the sample document. Read on 30 September 2026.
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