On this page

• Unilateral NDA
• Mutual NDA
• A simple test
• Investors and employees
• Switching later

The first fork in any NDA is direction. Unilateral (one-way) means only you are disclosing. Mutual (two-way, bilateral) means both sides may disclose. Pick the form that matches the information flow, not the one that sounds more “serious.”

This article is general information, not legal advice. SendbyLaw is not a law firm. Have a lawyer review any NDA you rely on.

Unilateral NDA

You send a contractor a brand kit. You send a reviewer a private cut. You send a prospect a data-room URL. They are not sending you their trade secrets. A one-way NDA matches that. SendbyLaw’s One-Way NDA type is built for it.

Mutual NDA

Two companies explore a joint product. Each shows roadmaps and customer constraints. A mutual NDA avoids the awkwardness of two stacked one-way forms and states that each party is a recipient when they receive information. SendbyLaw’s General / Mutual type is the starting point.

A simple test

Ask: “Will they send me files I must not spread?” If no, one-way. If yes, mutual. Ordinary emails asking for clarification are not two-way confidential disclosure.

Investors and employees

Investor diligence is often one-way (your deck). Partnership diligence is often mutual. Employees usually sign one-way confidentiality as part of a wider employment pack — see the employee NDA page. Do not force a mutual form on a candidate who is only receiving a take-home brief.

Switching later

If a one-way relationship becomes two-way, send a new mutual NDA for the new materials. Do not assume the old signature covers a different information flow.

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