Non Disclosure Agreement Template for Freelancer

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: [________________________________________], located at [________________________________________] (“Company”),

AND

Receiving Party: [________________________________________], located at [________________________________________] (“Freelancer”).

(Collectively, the "Parties").

1. PURPOSE

The Company desires to engage the Freelancer for the purpose of [________________________________________] (the “Project”). In connection with this Project, the Company may disclose to the Freelancer certain confidential and proprietary information. The Freelancer agrees to hold such information in strict confidence.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or sensitive information disclosed by the Company to the Freelancer, whether orally, in writing, or electronically, including but not limited to: business plans, client lists, financial data, software code, algorithms, marketing strategies, trade secrets, and any other information designated as confidential.

3. OBLIGATIONS OF THE FREELANCER

The Freelancer agrees to: a) Use the Confidential Information solely for the purpose of performing services for the Company under the Project. b) Maintain the confidentiality of all such information with at least the same degree of care as the Freelancer uses to protect their own confidential information, but in no event less than a reasonable degree of care. c) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the express prior written consent of the Company. d) Limit access to Confidential Information to those employees or agents who have a specific need to know such information for the Project.

4. EXCLUSIONS

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

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect for a period of [___________] year(s). The obligations of confidentiality shall survive the termination of the Freelancer’s engagement with the Company for a period of [___________] year(s) following the date of disclosure.

6. RETURN OF MATERIALS

Upon the written request of the Company or upon the completion/termination of the Project, the Freelancer shall immediately return or certify the destruction of all documents, files, and tangible materials containing Confidential Information in their possession or control.

7. REMEDIES

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

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Country of [________________________________________].

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. Any amendments to this Agreement must be made in writing and signed by both Parties.

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

COMPANY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]

FREELANCER

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]