One-Way Non-Disclosure Agreement (NDA) Template (Australia)
For businesses engaging contractors, consultants and service providers
$39.00 +GST
Free Download for COMPASS Members
- Put a one-way confidentiality deed in place before disclosing information;
- Define the permitted purpose and restrict access to specific systems;
- Protect confidential information with non-solicitation, indemnity and injunctive relief;
- Require return or destruction of information with a signed certificate.
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About this Document
- Are engaging a contractor, consultant, adviser, intern or other service provider who needs access to confidential information, client records or business systems
- Want a one-way confidentiality deed in place before any sensitive information is disclosed to a third party
- Need to document a defined Permitted Purpose and restrict access to specific systems, records or information in Schedule A
- Want written protections including a non-solicitation clause, an indemnity and the ability to seek urgent injunctive relief if those boundaries are crossed
- Are looking for a deed that remains binding even where the Recipient gives nothing of monetary value in return
- Australian businesses, professional services firms and licensees engaging contractors, consultants or advisers
- Law firms, accounting firms, financial services licensees and other professional services businesses that hold sensitive client information
- Small and medium businesses engaging a bookkeeper, virtual assistant, IT contractor, marketing consultant or other service provider with access to internal systems
- Any business that wants a signed, board-ready confidentiality deed before disclosing sensitive information to a new contractor or adviser
- Parties and background, definitions and interpretation, including the scope of Confidential Information and exclusions
- Confidentiality obligations covering compliance with laws and professional obligations, plus use and disclosure restrictions
- Return or destruction of Confidential Information, with a ready-to-use Certificate at Appendix B
- A non-solicitation clause and a full indemnity, together with the ability to seek injunctive relief without proving actual loss
- Intellectual property, notices, termination and survival provisions
- A dispute resolution pathway covering negotiation, mediation and arbitration, with a supporting process flow chart
- Execution as a deed, including a drafting note on signing by a sole director under s127 of the Corporations Act 2001 (Cth)
- A customisable Schedule A for the Permitted Purpose and access restrictions, and a key legislation and regulatory guidance reference table
How To Use This Template
This template is a starting point, not a final document. It’s been drafted by Australian lawyers to be practical and flexible, but it still needs to be reviewed and tailored for your specific business, transaction and risk profile.
Before you use it, you should:
- Complete all placeholders, bracketed items and optional fields;
- Remove any drafting notes or clauses that aren’t relevant to your situation; and
- Check that party names, entity details, dates, addresses, contact details and defined terms are accurate.
Make sure the template is consistent with your other documents and obligations – including any existing contracts, policies, procedures, website terms, privacy disclosures, regulatory requirements or internal governance documents. If anything conflicts, it should be resolved before you sign, issue, adopt or implement the document.
If you are using the template as an agreement, it should be reviewed and signed by all relevant parties in accordance with applicable law and your internal signing requirements. If you are using it as a policy, procedure, notice or compliance record, it should be approved and stored under your organisation’s normal document control processes.
This template is provided as general information only and is not legal advice. Complex, high‑value, highly regulated or cross‑border matters will usually require bespoke drafting. For anything outside a straightforward use case, we strongly recommend obtaining legal advice before relying on, signing or implementing this document.
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