NON-DISCLOSURE AGREEMENT ======================== Disclaimer — not legal advice. This template is provided free of charge, as is and with no warranty of any kind, and using it creates no attorney-client relationship. It is jurisdiction-neutral: you are responsible for adapting it, for your own legal and tax compliance, and for having a qualified professional in your jurisdiction review it before you rely on it. Full terms: https://trycolo.co/terms-of-use This Non-Disclosure Agreement ("Agreement") is made on [EFFECTIVE DATE] between: Party A: [NAME / BUSINESS NAME], of [ADDRESS], email [EMAIL] Party B: [NAME / BUSINESS NAME], of [ADDRESS], email [EMAIL] ------------------------------------------------------------ 1. Type of agreement -------------------- [CHOOSE ONE AND DELETE THE OTHER] Mutual. Each party may disclose Confidential Information to the other. Each party is a "Discloser" for information it shares and a "Recipient" for information it receives. One-way. [PARTY A / PARTY B] (the "Discloser") will disclose Confidential Information to [PARTY B / PARTY A] (the "Recipient"). Only the Recipient has obligations under clauses 4 to 7. 2. Purpose ---------- 2.1 Confidential Information is shared only for the purpose of [PURPOSE, e.g. "evaluating and, if agreed, performing a website redesign project" / "preparing a joint proposal for [PROSPECT]"] (the "Purpose"). 3. Confidential Information --------------------------- 3.1 "Confidential Information" means any non-public information disclosed by the Discloser, in any form (written, electronic, verbal or visual), that is marked confidential or that a reasonable person would understand to be confidential. It includes [EXAMPLES: product plans, designs, source code, customer lists, pricing, financial data, marketing strategies, login credentials]. 3.2 Information disclosed verbally is covered if its confidential nature is clear from the circumstances or confirmed in writing within [NUMBER] days. 3.3 [OPTIONAL] This Agreement also covers Confidential Information disclosed before the Effective Date in connection with the Purpose. 4. Exclusions ------------- 4.1 Confidential Information does not include information that the Recipient can show: (a) is or becomes public through no breach by the Recipient; (b) was lawfully known to the Recipient before disclosure; (c) is independently developed by the Recipient without use of the Confidential Information; or (d) is received from a third party with no duty of confidentiality. 4.2 General skills, experience and know-how of the Recipient are not Confidential Information. 5. Obligations of the Recipient ------------------------------- 5.1 The Recipient will: (a) use Confidential Information only for the Purpose; (b) protect it with at least the care it uses for its own confidential information, and no less than reasonable care; (c) not disclose it to anyone except employees, contractors and professional advisers who need to know it for the Purpose and are bound by confidentiality duties no less protective than this Agreement; and (d) notify the Discloser promptly on becoming aware of any unauthorized use or disclosure. 5.2 The Recipient is responsible for any breach by people it discloses to under clause 5.1(c). 6. Compelled disclosure ----------------------- 6.1 If the law, a court or a regulator requires the Recipient to disclose Confidential Information, the Recipient may do so, provided that (where lawful) it gives the Discloser prompt notice, discloses only what is required, and cooperates with any effort to limit disclosure. 7. Return or destruction ------------------------ 7.1 When the Purpose ends, or on written request, the Recipient will return or securely delete all Confidential Information and confirm this in writing within [NUMBER] days. 7.2 The Recipient may keep copies held in routine backups or required by law, which remain subject to this Agreement until deleted. 8. Term ------- 8.1 This Agreement covers disclosures made within [NUMBER] months of the Effective Date. 8.2 Obligations of confidentiality continue for [2 / 3 / 5] years after the last disclosure, except that obligations for trade secrets continue for as long as the information remains a trade secret. 9. No license, no obligation ---------------------------- 9.1 All Confidential Information remains the property of the Discloser. No license or other right is granted except the limited right to use it for the Purpose. 9.2 Neither party is obliged to enter into any further agreement or transaction. 9.3 Confidential Information is provided "as is", without any warranty of accuracy or completeness. 10. Portfolio and publicity --------------------------- 10.1 Neither party will publicly announce the relationship without the other's consent. [OPTIONAL CARVE-OUT: After public launch, the Recipient may describe the project in its portfolio in general terms without disclosing Confidential Information.] 11. Remedies ------------ 11.1 Each party agrees that a breach may cause harm that money alone cannot fix, and that the Discloser may seek injunctive relief in addition to any other remedy. 12. General ----------- 12.1 This Agreement does not create a partnership, employment or agency relationship. 12.2 This Agreement does not restrict either party from working with others in the same field, provided that it does not use or disclose Confidential Information. 12.3 Governing law: [GOVERNING LAW]. Venue: [JURISDICTION / VENUE]. 12.4 This is the entire agreement on its subject. Changes must be in writing and signed by both parties. 12.5 If any clause is unenforceable, the rest remains in force. 12.6 This Agreement may be signed electronically and in counterparts. ------------------------------------------------------------ Signatures ---------- Party A | Party B ------------------------------- | ------------------------------- Signature: ____________________ | Signature: ____________________ Name: [NAME] | Name: [NAME] Title: [TITLE] | Title: [TITLE] Date: [DATE] | Date: [DATE] ------------------------------------------------------------ How to use this template 1. Choose mutual or one-way in clause 1 and delete the other paragraph. 2. Write a specific Purpose in clause 2; it limits how the information may be used. 3. Pick a confidentiality term in clause 8.2 that matches how long the information stays valuable. 4. Decide whether to keep the portfolio carve-out in clause 10.1. 5. Have a professional review your completed version once for your jurisdiction. Template provided by Colo (trycolo.co). Not legal advice — review with a qualified professional in your jurisdiction.