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One Way NDA Template for Belgium

This Non-Disclosure Agreement (NDA) is governed by Belgian law and establishes a unilateral confidentiality obligation where one party discloses confidential information while the other party receives and protects it. The agreement complies with Belgian Civil Code requirements and incorporates provisions from the Belgian Trade Secrets Act of 2018, which implements the EU Trade Secrets Directive. It includes comprehensive confidentiality obligations, permitted disclosure provisions, and enforcement mechanisms suitable for use in commercial transactions within the Belgian legal framework. The document addresses both general confidentiality requirements and specific obligations under Belgian data protection law where applicable.

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What is a One Way NDA?

This One Way NDA is designed for situations where one party (the Disclosing Party) needs to share confidential information with another party (the Receiving Party) while ensuring legal protection under Belgian law. The document is particularly useful in business negotiations, potential partnerships, vendor relationships, or consulting arrangements where proprietary information needs to be shared in a controlled manner. It complies with Belgian legislative requirements, including the Civil Code and Trade Secrets Act, and can be adapted for various commercial contexts. The agreement includes clear definitions of confidential information, specific obligations for its protection, and enforcement mechanisms. It's structured to provide robust protection for the Disclosing Party while remaining reasonable and enforceable under Belgian jurisdiction.

What sections should be included in a One Way NDA?

1. Parties: Identification of the Disclosing Party and Receiving Party, including full legal names, registration details, and addresses

2. Background: Context of the disclosure relationship and purpose of the NDA

3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'

4. Confidentiality Obligations: Core obligations of the Receiving Party regarding the protection and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which the Receiving Party may disclose information to its representatives or as required by law

6. Security Measures: Specific measures the Receiving Party must implement to protect confidential information

7. Term and Survival: Duration of the agreement and survival of obligations after termination

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination

9. Remedies: Legal remedies available to the Disclosing Party in case of breach

10. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

What sections are optional to include in a One Way NDA?

1. Data Protection: Additional provisions when confidential information includes personal data subject to GDPR

2. Intellectual Property: Specific provisions regarding IP rights when confidential information includes IP-sensitive material

3. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship

4. Export Control: Provisions for compliance with export control laws when dealing with technical data or international transfers

5. Force Majeure: Provisions for unforeseen circumstances affecting the ability to maintain confidentiality

6. Audit Rights: Rights of the Disclosing Party to audit the Receiving Party's compliance with security measures

What schedules should be included in a One Way NDA?

1. Schedule 1 - Confidential Information: Detailed description or categories of information considered confidential

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed

4. Appendix A - Notice Details: Contact information and procedures for sending formal notices

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Belgium

Cost

Free to use

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