One-Way Non-Disclosure Agreement (Ghana)
One-Way Non-Disclosure Agreement
This One-Way Non-Disclosure Agreement (this "Agreement") is entered into on [Agreement Date] between:
DISCLOSING PARTY: [Disclosing Party Name], of [Disclosing Party Address] (the "Disclosing Party"); and
RECEIVING PARTY: [Receiving Party Name], of [Receiving Party Address] (the "Receiving Party").
This Agreement is unilateral (one-way): only the Disclosing Party discloses Confidential Information and only the Receiving Party undertakes confidentiality obligations. This Agreement is governed by the Contract Act, 1960 (Act 25) and the Companies Act 2019 (Act 992) s.190.
1. Purpose
The Disclosing Party wishes to disclose certain Confidential Information to the Receiving Party solely for the following purpose: [Permitted Purpose] (the "Permitted Purpose").
2. Confidential Information
"Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, in any form or medium, that is designated as confidential or that reasonably should be understood to be confidential, including: [Confidential Information Categories], and any trade secrets, business plans, financial data, customer lists, pricing strategies, technical specifications, software source code, and know-how.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was independently developed by the Receiving Party without reference to the Confidential Information; (c) was lawfully received from a third party without restriction; or (d) was already known to the Receiving Party before disclosure.
3. Obligations of the Receiving Party
The Receiving Party shall: (a) keep all Confidential Information strictly secret; (b) use Confidential Information only for the Permitted Purpose; (c) disclose Confidential Information only to its own employees and professional advisers with a genuine need to know who are bound by written confidentiality obligations no less protective than those in this Agreement; and (d) apply at least the same degree of care as applied to its own most sensitive information, but in no event less than reasonable care.
The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorised disclosure, loss, or misuse of Confidential Information.
The Receiving Party may disclose Confidential Information when required by order of the High Court of Ghana, the Supreme Court, the Ghana Revenue Authority (GRA), or another competent authority, provided the Receiving Party gives the Disclosing Party prompt written notice before disclosure.
4. Return or Destruction
On written request by the Disclosing Party, or on termination of this Agreement, the Receiving Party shall within [Return Deadline] return to the Disclosing Party or securely destroy all Confidential Information (including all copies and notes) and provide written certification of such return or destruction.
5. Term
The confidentiality obligations under this Agreement shall continue for [Confidentiality Term] from the date of this Agreement, unless terminated earlier by mutual written agreement.
6. Remedies
The Receiving Party acknowledges that breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy, and that the Disclosing Party is entitled to seek an injunction from the [Dispute Forum] in addition to damages and an account of profits.
7. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the Republic of Ghana, including the Contract Act, 1960 (Act 25) and the Companies Act 2019 (Act 992).
Any dispute arising out of or in connection with this Agreement shall be resolved by the [Dispute Forum].
Signatures
IN WITNESS WHEREOF the Parties have executed this One-Way Non-Disclosure Agreement on the date first written above.
Disclosing Party
________________
Signature
Receiving Party
________________
Signature
What Is a One-Way Non-Disclosure Agreement (Ghana)?
An One-Way Non-Disclosure Agreement in Ghana protects sensitive information by binding the parties to defined confidentiality obligations. It restricts disclosure and use of designated confidential information between the disclosing and receiving parties.
Ghana's legal system is rooted in English common law, and the High Court (Commercial Division) in Accra, the Court of Appeal, and the Supreme Court apply the equitable doctrine of confidence — a body of legal principles protecting confidential information shared in circumstances that import an obligation of secrecy. A One-Way Non-Disclosure Agreement gives the disclosing party explicit contractual rights and remedies that supplement and strengthen the equitable protections available at common law.
The Contract Act, 1960 (Act 25) governs the formation and enforcement of all contracts in Ghana. Section 1 of Act 25 establishes that a contract arises when an offer is accepted and supported by consideration. In a One-Way Non-Disclosure Agreement, the disclosing party's willingness to share confidential information constitutes the consideration for the receiving party's promise of confidentiality. Both elements are present, and the agreement is fully enforceable.
The Companies Act 2019 (Act 992) modernised Ghanaian company law and replaced the Companies Act 1963 (Act 179). Companies incorporated with the Office of the Registrar of Companies (ORC) under Act 992 have statutory duties under Section 190 relating to the protection of confidential corporate information. A One-Way Non-Disclosure Agreement executed in the context of corporate transactions involving ORC-registered companies gives the disclosing company contractual recourse in addition to the statutory duties imposed by Act 992.
The Data Protection Act, 2012 (Act 843) administered by the Data Protection Commission (DPC) governs the processing of personal data in Ghana. Where the confidential information disclosed under a One-Way Non-Disclosure Agreement includes personal data — customer details, employee records, biometric information, or health data — the receiving party must comply with Act 843 in addition to the contractual obligations imposed by the NDA. The Electronic Transactions Act, 2008 (Act 772) confirms the validity of electronic signatures for executing the agreement remotely.
The Ghana Investment Promotion Centre (GIPC) under the GIPC Act 2013 (Act 865) promotes and regulates foreign investment. Foreign investors conducting due diligence on Ghanaian companies frequently receive confidential business information from the target under a One-Way Non-Disclosure Agreement before a formal investment or acquisition is agreed. The agreement protects the Ghanaian company's proprietary information during the due diligence process.
The legal framework governing the One-Way Non-Disclosure Agreement (Ghana) in Ghana draws on several key statutes and regulatory bodies. Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Parties executing a One-Way Non-Disclosure Agreement (Ghana) in Ghana should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2019 (Act 992) sets the foundational requirements.
When Do You Need a One-Way Non-Disclosure Agreement (Ghana)?
A One-Way Non-Disclosure Agreement in Ghana is required whenever only one party is sharing confidential information and the receiving party does not need equivalent protection for its own information.
A One-Way Non-Disclosure Agreement is needed before a business owner or company incorporated under the Companies Act 2019 (Act 992) presents a business proposal, investment opportunity, or proprietary technology to a prospective investor, venture capital fund, or strategic partner. The investor receives information but has nothing equivalent to disclose, making a mutual agreement unnecessary.
A One-Way Non-Disclosure Agreement is required when engaging a consultant, freelancer, or professional services firm who will access the client's confidential systems, customer data, pricing models, or source code under an Independent Contractor Agreement or Consulting Agreement. The contractor is the receiving party; the client is the disclosing party.
A One-Way Non-Disclosure Agreement is needed in employment relationships under the Labour Act, 2003 (Act 651) when a new employee will be exposed to trade secrets, proprietary processes, or commercially sensitive client information before or during employment. The employer discloses; the employee receives and undertakes confidentiality obligations.
A One-Way Non-Disclosure Agreement is required before a company submits a tender or proposal for a government contract through the Public Procurement Authority (PPA) where the submitted materials include proprietary pricing, technical solutions, or commercial strategies.
A One-Way Non-Disclosure Agreement is needed when a healthcare organisation or pharmaceutical company in Ghana shares clinical data, formulations, or research results with a regulatory body such as the Food and Drugs Authority (FDA Ghana) or with an external research partner, and the disclosing organisation needs documented evidence of the receiving party's confidentiality obligations.
A One-Way Non-Disclosure Agreement is required when a company listed on the Ghana Stock Exchange (GSE) shares price-sensitive, non-public information with an investment bank, legal adviser, or financial consultant in connection with a proposed capital markets transaction. The Securities Industry Act, 2016 (Act 929) imposes strict restrictions on the misuse of price-sensitive information, and a One-Way Non-Disclosure Agreement reinforces those obligations contractually.
Parties in Ghana should prepare a One-Way Non-Disclosure Agreement (Ghana) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your One-Way Non-Disclosure Agreement (Ghana)
A binding One-Way Non-Disclosure Agreement in Ghana must contain the following essential elements to be effective under the Contract Act, 1960 (Act 25).
Parties: The full legal name and address of the disclosing party and the receiving party. Where either party is a company registered under the Companies Act 2019 (Act 992), the company registration number issued by the Office of the Registrar of Companies (ORC) should be included. The agreement should expressly state that it is unilateral — only the disclosing party shares confidential information.
Definition of Confidential Information: A precise definition of the protected information — including trade secrets, business plans, financial data, customer lists, pricing strategies, technical specifications, software source code, and know-how — together with explicit exclusions for publicly available information, independently developed information, and information received from third parties without restriction.
Obligations of the Receiving Party Alone: Because the agreement is unilateral, only the receiving party is bound by confidentiality, non-use, and restricted-disclosure obligations. The receiving party must keep the information secret, use it only for the permitted purpose, limit disclosure to authorised persons with a need to know, and apply at least reasonable care to protect the information.
Permitted Purpose: A specific statement of the purpose for which the receiving party may use the confidential information — for example, evaluating a proposed investment, completing a consulting engagement, or tendering for a contract.
Duration: The term of the confidentiality obligation — typically three to five years for general business information; indefinite for genuine trade secrets. The contract should specify which obligations survive termination.
Return or Destruction of Information: The receiving party must return or destroy all confidential information on request by the disclosing party or on termination of the agreement.
Legal Compulsion Carve-Out: A provision permitting the receiving party to disclose information required by order of the High Court of Ghana, the Supreme Court, the Ghana Revenue Authority (GRA), or another competent authority, subject to prior written notice to the disclosing party.
Remedies: An express acknowledgment that breach entitles the disclosing party to injunctive relief from the High Court (Commercial Division) in Accra, damages, and an account of profits. Monetary damages alone are an inadequate remedy for the unauthorised disclosure of trade secrets.
Governing Law and Dispute Resolution: Ghana law governs the agreement. Disputes may be resolved before the High Court (Commercial Division) in Accra or referred to arbitration under the Alternative Dispute Resolution Act, 2010 (Act 798) administered by the Ghana Arbitration Centre.
Forms-legal.com provides this One-Way Non-Disclosure Agreement template as a foundation for businesses and individuals protecting confidential information in Ghana. For high-value transactions or regulated industries, parties should consult a solicitor enrolled with the Ghana Bar Association.
Additional compliance elements for a One-Way Non-Disclosure Agreement (Ghana) used in Ghana include: Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Forms-legal.com provides this template as a starting point for Ghana-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). One-Way Non-Disclosure Agreement (Ghana) (Ghana) [Legal document template]. Forms Legal. https://forms-legal.com/ghana/business/contracts/one-way-non-disclosure-agreement-ghana
"One-Way Non-Disclosure Agreement (Ghana) (Ghana)." Forms Legal, 2026, https://forms-legal.com/ghana/business/contracts/one-way-non-disclosure-agreement-ghana.
@misc{formslegal-one-way-non-disclosure-agreement-ghana,
author = {{Forms Legal}},
title = {One-Way Non-Disclosure Agreement (Ghana) (Ghana)},
year = {2026},
howpublished = {\url{https://forms-legal.com/ghana/business/contracts/one-way-non-disclosure-agreement-ghana}},
note = {Free legal document template}
}Frequently Asked Questions
A One-Way Non-Disclosure Agreement is more appropriate than a mutual NDA in Ghana when the flow of confidential information is in one direction only. Typical situations include: investor presentations where the company discloses its business plan and financials to a prospective investor who has no equivalent proprietary information to share; employment relationships under the Labour Act, 2003 (Act 651) where the employer exposes a new hire to trade secrets; and consulting engagements where the client provides access to proprietary data but the consultant does not contribute independently confidential information. A mutual NDA is appropriate where both parties have equally valuable confidential information to protect, such as in joint venture negotiations or merger discussions under the Companies Act 2019 (Act 992). Using a one-way NDA when both parties are disclosing confidential information creates a gap in protection for the party that chose the one-way form.
A One-Way Non-Disclosure Agreement in Ghana can be converted to a mutual agreement by executing a written amendment that extends the confidentiality obligations symmetrically to both parties. Under the Contract Act, 1960 (Act 25), a valid amendment requires offer, acceptance, and consideration — the consideration for the amendment is typically the mutual exchange of confidentiality obligations. The amendment should identify the original agreement by date and parties, specify the new obligations of the originally disclosing party as a receiving party, and be signed by authorised representatives of both parties. An alternative approach is to terminate the one-way NDA and execute a fresh Mutual Non-Disclosure Agreement. The High Court (Commercial Division) in Accra will enforce both approaches where the formal requirements are met.
The standard duration for a One-Way Non-Disclosure Agreement in Ghana depends on the nature of the confidential information. For general business confidential information — financial projections, business plans, customer lists, and commercial strategies — a fixed term of three to five years is the prevailing commercial practice among businesses in Ghana. For genuine trade secrets — unique algorithms, proprietary formulas, or novel manufacturing processes — an indefinite duration is both common and enforceable before the High Court (Commercial Division) in Accra, because trade secrets retain their protected status regardless of the passage of time. The agreement should state clearly which obligations survive its termination. Parties should also consider the purpose of the disclosure: a one-way NDA for a due diligence process may need a shorter duration tied to the transaction timeline.
A One-Way Non-Disclosure Agreement is binding on employees in Ghana when it satisfies the requirements of the Contract Act, 1960 (Act 25) and is consistent with the Labour Act, 2003 (Act 651). The National Labour Commission (NLC) and the Ghanaian courts enforce confidentiality obligations that are limited to genuine trade secrets and confidential information, have a reasonable duration, and do not function as a disguised restraint of trade preventing the employee from earning a livelihood. An employee who breaches a validly executed One-Way Non-Disclosure Agreement is liable to the employer for damages, an account of profits, and injunctive relief granted by the High Court (Commercial Division) in Accra. Employees should seek advice from a solicitor enrolled with the Ghana Bar Association before signing any agreement they do not fully understand.
When a receiving party under a One-Way Non-Disclosure Agreement in Ghana is compelled by law to disclose confidential information — for example, by an order of the High Court of Ghana, the Supreme Court, a direction from the Ghana Revenue Authority (GRA), or a regulatory requirement — the receiving party should: (i) notify the disclosing party in writing as soon as practicable and before making the disclosure; (ii) give the disclosing party a reasonable opportunity to seek a protective order or other relief from the relevant court or authority; (iii) cooperate with the disclosing party in opposing or limiting the scope of the compelled disclosure; and (iv) disclose only the minimum amount of information required to satisfy the legal obligation. Disclosure made in good faith in compliance with a lawful order does not constitute a breach of the One-Way Non-Disclosure Agreement, provided these steps are followed.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Non-Disclosure Agreement — Disclosure (Ghana)
A binding Non-Disclosure Agreement for Ghana protecting confidential business information under the Contract Act 1960 (Act 25) and equitable principles of confidence recognised by Ghanaian courts.
Mutual Non-Disclosure Agreement (Ghana) (Contracts)
A binding Mutual Non-Disclosure Agreement for Ghana under which both parties exchange confidential information, governed by the Contract Act 1960 (Act 25) and the Companies Act 2019 (Act 992) s.190.
Non-Disclosure Agreement — General (Ghana)
A general-purpose Non-Disclosure Agreement for Ghana covering both mutual and unilateral confidentiality, enforceable under the Contract Act 1960 (Act 25) s.1 and the equitable doctrine of confidence recognised by Ghanaian courts.
Employment Contract (Ghana)
A formal Employment Contract for Ghana setting out terms of employment under the Labour Act 2003 (Act 651), covering duties, remuneration, SSNIT contributions, leave, and termination.
Consulting Agreement (Ghana)
A formal Consulting Agreement for Ghana governing an independent consultant's services under the Labour Act 2003 (Act 651) s.175, covering scope of services, fees, intellectual property, confidentiality, and termination.