Unilateral Non-Disclosure Agreements (UNAs) are legal contracts that protect confidential information shared between a disclosing party and a receiving party. The UNA outlines the terms and conditions under which the receiving party is obligated to keep the disclosed information confidential.
While there are various online resources and templates available for creating UNAs, crafting a professional and legally sound document requires careful consideration of specific design elements and language. Here’s a comprehensive guide to help you create a professional UNA template:
A well-structured UNA typically includes the following sections:
Parties: Clearly identify the disclosing party and the receiving party involved in the agreement.
Definitions: Define key terms such as “Confidential Information,” “Disclosure,” and “Material Breach” to ensure clarity and understanding.
Scope of Confidential Information: Specify the types of information covered by the agreement, including trade secrets, proprietary information, customer data, and any other sensitive data.
Obligations of the Receiving Party: Outline the receiving party’s duties to maintain the confidentiality of the disclosed information, including restrictions on use, disclosure, and reproduction.
Exceptions: Identify any circumstances where the receiving party may be permitted to disclose the confidential information, such as when required by law or with the prior written consent of the disclosing party.
Term and Termination: Specify the duration of the agreement and the conditions under which it may be terminated.
Governing Law and Jurisdiction: Indicate the applicable law and jurisdiction for resolving any disputes arising from the agreement.
Entire Agreement: State that the UNA constitutes the entire agreement between the parties, superseding any prior or contemporaneous communications.
To convey professionalism and trust, consider the following design elements when creating your UNA template:
Layout: Use a clean and uncluttered layout with ample white space to improve readability.
Font: Choose a professional and easy-to-read font, such as Arial or Times New Roman.
Font Size and Spacing: Use consistent font sizes and line spacing throughout the document to maintain a cohesive appearance.
Headings and Subheadings: Use clear and concise headings and subheadings to organize the content and make it easy to navigate.
Numbering and Bullets: Employ numbering and bullets where appropriate to enhance clarity and structure.
Language: Use clear, concise, and unambiguous language that is easy to understand for both legal professionals and non-lawyers.
Professional Appearance: Ensure the overall appearance of the document is polished and professional, free from errors or inconsistencies.
3. Legal Considerations
When drafting a UNA, it is essential to consider the following legal factors:
Jurisdiction: Ensure that the chosen jurisdiction is appropriate for the parties involved and the nature of the agreement.
Governing Law: Select a governing law that is familiar and supportive of the intended legal framework.
Choice of Law: If the parties are located in different jurisdictions, consider including a choice of law clause to specify which law will govern the agreement.
Indemnification: If applicable, include an indemnification clause to address potential liabilities arising from breaches of the agreement.
Confidentiality Clause: Reinforce the confidentiality obligations of the receiving party through a separate confidentiality clause.
4. Review and Consultation
Before finalizing the UNA template, it is highly recommended to have it reviewed by a legal professional. A lawyer can help ensure that the document complies with applicable laws, addresses potential risks, and protects the interests of the disclosing party.
By carefully considering these design elements and legal factors, you can create a professional and effective UNA template that safeguards your confidential information and establishes a clear framework for protecting intellectual property.
