Non Disclosure Agreement Template for Website Development

NON-DISCLOSURE AGREEMENT (WEBSITE DEVELOPMENT)

This Non-Disclosure Agreement (the "Agreement") is entered into as of this ______ day of ________, 20 (the "Effective Date") by and between:

Disclosing Party: ____________________________________, with a principal place of business at ________________________________________________________ ("Client"),

AND

Receiving Party: ____________________________________, with a principal place of business at ________________________________________________________ ("Developer").

(Collectively, the "Parties").

1. PURPOSE

The Client intends to engage the Developer for the purpose of website development, design, and related technical services (the "Project"). In connection with this Project, the Client may disclose to the Developer certain proprietary, confidential, and trade secret information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public information disclosed by the Client to the Developer, including but not limited to: website architecture, source code, backend logic, proprietary databases, business plans, marketing strategies, customer lists, financial data, product roadmaps, user interface (UI) designs, and any other information marked or identified as "Confidential" or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Developer agrees to: a) Hold the Confidential Information in the strictest confidence and take reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of completing the Project; c) Restrict disclosure of the Confidential Information to employees, contractors, or agents who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein; d) Not reverse engineer, decompile, or disassemble any software or proprietary technology disclosed by the Client.

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 Developer; b) Was in the Developer’s possession or known by the Developer prior to receipt from the Client; c) Is rightfully obtained by the Developer from a third party without breach of any confidentiality obligation; d) Is independently developed by the Developer without use of the Client’s Confidential Information.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect for a period of ______ years. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ years following the completion of the Project or the termination of the business relationship between the Parties.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Client or upon the termination of the Project, the Developer shall promptly return or certify the destruction of all documents, copies, and electronic media containing Confidential Information, excluding any copies required by law or necessary for standard backup archives.

7. REMEDIES

The Developer acknowledges that any 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 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 ____________________. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in ____________________.

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.

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

CLIENT:

Signature: ______________________________ Name: __________________________________ Title: ___________________________________ Date: ___________________________________

DEVELOPER:

Signature: ______________________________ Name: __________________________________ Title: ___________________________________ Date: ___________________________________