Non Disclosure Agreement in Freelancing

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

DISCLOSING PARTY: [___________], with a principal place of business/residence located at [___________] ("Client"), AND

RECEIVING PARTY: [___________], an independent contractor/freelancer, residing at [___________] ("Contractor").

The Client and the Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

1. PURPOSE

The Client wishes to engage the Contractor to provide services related to [___________] (the “Project”). In connection with this engagement, the Contractor may be given access to certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” shall mean any and all non-public, proprietary, or sensitive information disclosed by the Client to the Contractor, whether orally, in writing, or electronically, including but not limited to: trade secrets, business plans, customer lists, financial data, software code, product designs, marketing strategies, and any other information designated as confidential or which, by its nature, should reasonably be understood to be confidential.

3. OBLIGATIONS OF THE CONTRACTOR

The Contractor agrees to:

• A. Use the Confidential Information solely for the purpose of performing the Project for the Client.
• B. Protect the Confidential Information with the same degree of care as the Contractor uses to protect their own confidential information of a similar nature, but in no event less than a reasonable degree of care.
• C. Not disclose, disseminate, or publish the Confidential Information to any third party without the prior written consent of the Client.
• D. Restrict access to Confidential Information to those employees or agents who have a specific "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information does not include information that:

• A. Is or becomes generally known to the public through no breach of this Agreement by the Contractor;
• B. Was in the Contractor’s possession or known by the Contractor prior to receipt from the Client;
• C. Is rightfully obtained by the Contractor from a third party without breach of any confidentiality obligation; or
• D. Is required to be disclosed by law, regulation, or court order, provided the Contractor gives the Client prompt written notice of such requirement.

5. TERM AND TERMINATION

This Agreement shall remain in effect for a period of [___________] years from the Effective Date. The obligations regarding Confidential Information shall survive the termination of the working relationship between the Parties for a period of [___________] years thereafter.

6. RETURN OF MATERIALS

Upon the written request of the Client or upon the completion of the Project, the Contractor shall promptly return or destroy all documents, records, and materials containing Confidential Information and provide written certification of such destruction.

7. REMEDIES

The Contractor acknowledges that a breach of this Agreement may cause the Client irreparable harm for which monetary damages may be inadequate. Accordingly, the Client shall be entitled to seek injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other legal remedies available.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of [___________] (State/Country). Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in [___________].

9. ENTIRE AGREEMENT

This document constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

CLIENT:

Signature: __________________________ Name: [___________] Title: [___________] Date: [___________]

CONTRACTOR:

Signature: __________________________ Name: [___________] Title: Independent Contractor Date: [___________]