Website Design Non-Disclosure Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Website Design Non-Disclosure Agreement

This Non-Disclosure Agreement (hereinafter referred to as the 'Agreement') is made and entered into on this {{date_of_agreement}} by and between:

{{company_name}}, a company duly organized and existing under the laws of {{country_of_incorporation}}, with its principal place of business located at {{company_address}} (hereinafter referred to as the 'Disclosing Party'); and

{{designer_company_name}} (or {{designer_individual_name}}), a company duly organized and existing under the laws of {{country_of_incorporation}} (or an individual residing at {{designer_address}}), with its principal place of business located at {{designer_address}} (hereinafter referred to as the 'Receiving Party').

Collectively, the Disclosing Party and the Receiving Party may be referred to as 'Parties' or individually as 'Party'.

Purpose

The Disclosing Party desires to disclose certain confidential and proprietary information to the Receiving Party for the purpose of engaging the Receiving Party in website design and development services (hereinafter referred to as the 'Purpose').

Definition of Confidential Information

For the purpose of this Agreement, 'Confidential Information' shall include all information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, financial data, marketing strategies, software code, designs, specifications, prototypes, customer lists, technical data, intellectual property, and trade secrets related to the Disclosing Party's website, products, services, operations, and business affairs.

Non-Disclosure Obligations

The Receiving Party agrees to: (a) keep the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party; (b) use the Confidential Information solely for the Purpose; (c) take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of the Confidential Information; and (d) restrict access to the Confidential Information to those of its employees, agents, or contractors who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Exclusions from Confidential Information

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation; (c) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (e) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party of such requirement and cooperates with the Disclosing Party in any effort to obtain a protective order.

Return of Confidential Information

Upon the Disclosing Party's request, or upon the termination of the engagement for the Purpose, the Receiving Party shall promptly return or destroy all Confidential Information (and all copies thereof) received from the Disclosing Party. The Receiving Party shall certify in writing that all such Confidential Information has been returned or destroyed.

Term

This Agreement shall commence on the date first written above and shall continue for a period of {{duration_of_agreement}} years from the date of disclosure of the Confidential Information, or until superseded by a subsequent written agreement between the Parties, unless terminated earlier by mutual written agreement.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{country_of_governing_law}}. The Parties agree to submit to the exclusive jurisdiction of the courts located in {{city_of_jurisdiction}}, {{country_of_jurisdiction}} for the resolution of any disputes arising under this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Signature Block

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

DISCLOSING PARTY:

By: ______________________________

Name: {{disclosing_party_signatory_name}}

Title: {{disclosing_party_signatory_title}}

RECEIVING PARTY:

By: ______________________________

Name: {{receiving_party_signatory_name}}

Title: {{receiving_party_signatory_title}}