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Sample #2, Non-Disclosure Agreement
Standard Disclaimer: I am NOT a lawyer. This Agreement was NOT reviewed by a lawyer before being posted. Although this is a sample of an actual Non-Disclosure Agreement, the terms and conditions that applied to this project may or may not apply to your project. Details may need to be added, altered, or omitted.
Remember, Company lawyers write contracts for the Company's benefit, not for your benefit. A contract, such as this, is legally binding. As a freelancer, you are responsible for protecting yourself.
Whereas, "Company", a (name of STATE) corporation, and the second party to this Agreement whose name is on the signature page ("Independent Contractor"), are entering into business relations;
Whereas, pursuant to said business relations, Independent Contractor will acquire knowledge of and access to certain confidential information concerning the business activities of Company;
Now therefore, for good and valuable consideration, including without limitation, the right to enter into business relations with Company, the Independent Contractor hereby agrees and covenants as follows:
1. Confidential Information.
a) Independent Contractor acknowledges that during the term of this Agreement, by virtue of the position of trust and confidence he or she will occupy with the Company, said Independent Contractor will be exposed to confidential information belonging to the Company (the Confidential Information). Confidential Information includes such of the Company's client lists and related client information, information related to marketing, sales and product development, knowledge and information, whether acquired directly or indirectly from the Company or from an affiliate, shareholder, director, officer, agent, partner, employee, independent contractor, licensee or customer of the Company, and any other information developed by or on behalf of the Company, that is both treated as confidential by the Company and not generally known publicly or in the industry in which the Company does business. Confidential Information includes the Company's database of information concerning a prospective client's needs and strategic objectives. Independent Contractor acknowledges that the Company has a legitimate proprietary interest in its Confidential Information and further acknowledges that maintaining the confidentiality and integrity of its Confidential Information is essential to the Company and that disclosure of its Confidential Information would cause substantial loss to the Company both monetarily and in terms of loss of goodwill and competitive position.
b) Independent Contractor agrees that he/she shall hold all Confidential Information in trust. Independent Contractor acknowledges the existence of various internal measures and systems implemented by the Company to protect its Confidential Information and agrees to comply with and respect the integrity of the same. Independent Contractor further agrees that neither the Independent Contractor, nor any person or entity under his or her control, will, at any time during or after the termination of this Agreement, without regard to the reason for such termination, divulge, disclose, convey, transmit or make known or available to any person or entity any Confidential Information.
c) Independent Contractor further agrees not to use or exploit or attempt to use or exploit in any way or manner whatsoever Confidential Information for the benefit of the Independent Contractor or the benefit of any other person or entity other than the Company. Nothing herein shall preclude the Independent Contractor from using the general knowledge, skill and techniques commonly employed by employees of companies similar to the Company.
d) On or before the termination of this Agreement, without regard to the reason for such termination, the Independent Contractor shall forthwith return to the Company all papers, books, records, notes, client lists, computer printouts, financial information, marketing plans and all other documents, data and property pertaining to Confidential Information. Independent Contractor further agrees to take all steps necessary or requested by the Company to ensure that Confidential Information is kept confidential. Independent Contractor shall not copy or remove Confidential Information at any time except as required by his/her duties under this Agreement.
Independent Contractor hereby acknowledges that the covenants referred to in the Article are reasonable in all respects, including but not limited to, duration in time and scope of activity and information prohibited, and that such covenants are essential the Company in order to reasonable protect its business and its assets.
In the event the covenants contained in this Article shall be adjudicated by any court of competent jurisdiction to be partially or totally invalid or unenforceable because of the duration in time or because of the scope of activities or information prohibited thereby, or for any reason, such covenants shall be deemed modified to the minimum extent necessary to render them valid and enforceable under the laws of such jurisdiction, or shall be deleted from this Agreement, as circumstances may require, and the covenants subject to such modification or deletion shall be enforced to the maximum extent and scope permitted by the laws of such jurisdiction.
Independent Contractor agrees to comply fully with and be bound by all of the terms, provisions and conditions herein contained. If the Independent Contractor shall at any time breach, violate or fail to comply fully with any of the terms, provisions or conditions of this Agreement, the Company shall be entitled to equitable relief against the Independent Contractor by way of injunction (in addition to, but not in substitution for, any and all other relief to which the Company may be entitled either by law or in equity), to restrain such breach or violation or to compel compliance fully with the terms, provisions or conditions of this Agreement. The rights and remedies of the Company under this Agreement are in addition to all rights and remedies to which the Company is or shall be otherwise entitled.
The Independent Contractor further agrees to reimburse the Company for any costs of enforcing the provisions of this Agreement, including reasonable attorney's fees.
2. Consent to Jurisdiction and Service.
Any claim arising out of, connected with or in any way related to this Agreement shall be adjudicated in either the Federal District Court for (State) of in the Circuit Court for (County, State), and all parties to this Agreement consent to the jurisdiction of and venue in such courts. In no event shall any party to this Agreement contest the jurisdiction of such courts over it or the venue of such courts with respect to such claims or disputes. The Independent Contractor waives all rights that he/she may have to a jury trial.
1. Effect and Interpretation.
The Agreement is made and shall be governed by and construed in accordance with the laws of the State of (Name of State).
2. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective parties hereto.
All notices, offers of other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given or made when delivered personally or mailed from within the United States by first class registered mail, postage prepaid, return receipt requested, or by prepaid telegram and addressed as set forth herein:
If to the Independent Contractor: At the address set forth below on the signature page.
If to the Company: Company name, address, Attention of (Name of Person)
Any party hereto may change his address by giving notice in writing in accordance with this paragraph stating the new address to each of the other parties hereto. Commencing with the giving of such notice, such newly designated address shall be said party's address for the purposes of all notices or communications required or permitted to be given pursuant to this Agreement.
No provision of this Agreement may be amended or added to except by an agreement in writing signed by both of the parties hereto.
In witness whereof, the undersigned have executed this Agreement on this _____ day of _____ (month), _____ (year).
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Friday, August 10, 2007