Client-Freelancer Non-Disclosure Agreement (NDA)

Client-Freelancer Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement is a sample provided for your information only and may not be relied upon as legal advice. This agreement might not be appropriate for your requirements. XPlace makes no warranty about the suitability of this sample agreement and accepts no liability arising out of the use of this agreement. Please consult your legal or business adviser for further information or advice.
Non-Disclosure Agreement
THIS AGREEMENT is made on date: ____________________________
BETWEEN
____________________________, (the "Client"); and
____________________________, (the "Freelancer"),
collectively referred to as the "Parties".
RECITALS
  1. The Freelancer understands that the Client has disclosed or may disclose information relating to project ____________________________, which to the extent previously, presently, or subsequently disclosed to the Freelancer is hereinafter referred to as "Proprietary Information" of the Client.
OPERATIVE PROVISIONS
  1. In consideration of the disclosure of Proprietary Information by the Client, the Freelancer hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Freelancer employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Client, and (iv) not to copy or reverse engineer any such Proprietary Information. The Freelancer shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement.
  2. Without granting any right or license, the Client agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Freelancer can document (i) is or becomes (through no improper action or inaction by the Freelancer or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Client as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Client. The Freelancer may make disclosures required by law or court order provided the Freelancer uses diligent reasonable efforts to limit disclosure and has allowed the Client to seek a protective order.
  3. Immediately upon the written request by the Client at any time, the Freelancer will return to the Client all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.
  4. The Freelancer understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Client to proceed with any transaction or relationship.
  5. The Freelancer further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Client, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Freelancer or its advisers; it is responsible for making its own evaluation of such Proprietary Information.
  6. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
  7. This Agreement shall be governed by the laws of the jurisdiction in which the Client is located (or if the Client is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.
CLIENT
____________________________Name:
____________________________Date:
____________________________Signed:
FREELANCER
____________________________Name:
____________________________Date:
____________________________Signed: