Website Design Non-Disclosure Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of {{date_of_agreement}} (the "Effective Date") by and between:

{{company_name}}, a company duly incorporated and existing under the laws of {{country}}, with its principal place of business at {{company_address}} (hereinafter referred to as the "Disclosing Party").

AND

{{designer_company_name}} (Registration Number: {{designer_registration_number}}), a company duly incorporated and existing under the laws of {{country}}, with its principal place of business at {{designer_address}} (hereinafter referred to as the "Receiving Party").

Collectively, the Disclosing Party and the Receiving Party may be referred to as the "Parties" and individually as a "Party".

Preamble

WHEREAS, Disclosing Party is in the process of engaging Receiving Party for the purpose of website design and development services (hereinafter referred to as the "Purpose"), and in connection therewith, Disclosing Party may disclose certain confidential and proprietary information to Receiving Party.

WHEREAS, Receiving Party understands that the confidential information is secret, valuable, and important to the Disclosing Party’s business, and agrees to protect such confidential information and prevent its unauthorized use or disclosure.

Definition of Confidential Information

"Confidential Information" shall mean any and all technical and non-technical information provided by the Disclosing Party to the Receiving Party, in any form, whether orally, in writing, electronically, or otherwise, related to the Disclosing Party’s current and future business, including but not limited to: trade secrets, business plans, financial information, marketing strategies, customer lists, pricing strategies, technical data, designs, plans, software, algorithms, source code, methodologies, processes, formulae, computer programs, inventions, know-how, prototypes, intellectual property and any other information that is treated as confidential by the Disclosing Party.

Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure by the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by 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, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party of such requirement prior to disclosure.

Obligations of Receiving Party

The Receiving Party agrees to maintain the Confidential Information in strict confidence and shall not disclose, reproduce, or use the Confidential Information for any purpose other than the Purpose.

The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information, including at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.

The Receiving Party shall restrict disclosure of Confidential Information to its employees, contractors, and agents who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less stringent than those contained herein.

The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement.

Return of Confidential Information

Upon the Disclosing Party’s request, or upon the termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information received from the Disclosing Party, including all copies, reproductions, summaries, and analyses thereof, and shall certify in writing that all such materials have been returned or destroyed.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in full force and effect indefinitely until terminated by either Party with {{notice_period}} days' written notice.

Notwithstanding any termination of this Agreement, the obligations of confidentiality hereunder with respect to Confidential Information shall survive indefinitely.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{country}}, without regard to its conflict of laws principles.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of {{city}}, {{country}}.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to this Agreement.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

_____________________________

For: {{company_name}} (Disclosing Party)

Name: {{disclosing_party_signatory_name}}

Title: {{disclosing_party_signatory_title}}

Date: {{disclosing_party_signature_date}}

_____________________________

For: {{designer_company_name}} (Receiving Party)

Name: {{receiving_party_signatory_name}}

Title: {{receiving_party_signatory_title}}

Date: {{receiving_party_signature_date}}