Non Disclosure Agreement Nda in Freelancing

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of this ______ day of __________________, 20____ (the "Effective Date"), by and between:

DISCLOSING PARTY: __________________________________ (the "Company"), with its principal place of business located at __________________________________________________________________.

RECEIVING PARTY: __________________________________ (the "Freelancer"), an independent contractor with a principal place of business/residence located at __________________________________________________________________.

The Company and the Freelancer may be referred to individually as a "Party" and collectively as the "Parties."

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall include any and all non-public, proprietary, or sensitive information disclosed by the Company to the Freelancer, whether orally, in writing, or by electronic or other means, including but not limited to: business plans, trade secrets, customer lists, financial data, software code, product designs, marketing strategies, and any other information marked as "Confidential" or which, by its nature, would reasonably be considered confidential.

2. OBLIGATIONS OF THE FREELANCER

The Freelancer agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of performing services for the Company under the project titled: __________________________________ (the "Project"); c) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Company; d) Restrict access to Confidential Information to only 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.

3. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public through no fault of the Freelancer; b) Was in the Freelancer's possession or known by them prior to receipt from the Company; c) Is rightfully obtained by the Freelancer from a third party without breach of any confidentiality obligation; or d) Is independently developed by the Freelancer without the use of the Company’s Confidential Information.

4. TERM

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of ______ years following the termination of the business relationship between the Parties, or until such time as the Confidential Information becomes public knowledge through no fault of the Freelancer.

5. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Company or upon the completion/termination of the Project, the Freelancer shall, at the Company's option, return or certify the destruction of all documents, data, or materials containing Confidential Information in their possession or control.

6. REMEDIES

The Freelancer acknowledges that any breach of this Agreement may cause the Company irreparable harm for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain any breach of this Agreement.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of __________________. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in __________________.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.

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

COMPANY

Signature: ______________________________ Print Name: ____________________________ Title: _________________________________

FREELANCER

Signature: ______________________________ Print Name: ____________________________ Title: Independent Contractor