This Non-disclosure/non-compete Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between ______________ Contact Info: ________________________ (hereinafter referred to as the “Disclosing Party”), and _______________________, Contact Info: _______________ (herein referred to as the “Receiving Party”).
WHEREAS the Disclosing Party is an online platform and/or a mobile App company.
WHEREAS, the Receiving Party refers to freelance App developers, data analysists and any other service providers sourced from any online platforms as “Freelancers” contracted by the Disclosing Party for the sole purpose of developing the App and/or to conduct market research for the Disclosing Party, product design and development making for the Disclosing Party’s business model.
NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:
- DEFINITION OF CONFIDENTIAL INFORMATION.
- For the purpose of this Agreement, “Confidential Information” means any personal information, included but not limited to the names, address and contact information about the Disclosing Party or information that could be used to identify the Disclosing Party that the Disclosing Party has disclosed as confidential, as well as the software concepts, ideas, ‘trade secrets’ and any other information covered herein. Confidential information also all and information or material that has or could have commercial value that has been disclosed by the Disclosing Party to the Receiving Party during interviews, pitches or while developing the software for the App for the Disclosing Party. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information. The Receiving Party cannot share the Disclosing Party’s confidential information or the concept covered under this Agreement with the general public and/or a third party orally or through publishing it on their personal online freelance accounts and/or used as part of their portfolios without the Disclosing Party’s written consent.
- The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated work and/or business relationship between the Parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder.
- The Receiving Party shall provide the Disclosing Party with all the written or created works pertaining the project covered under this Agreement. Once all copies have been provided to the Disclosing Party and deleted from the from the Receiving Parties possession, the Receiving Party shall refrain from disclosing the details of the work/project to third Parties unless such disclosure is in the form of positive reviews made by the Disclosing Party on the Receiving Party’s Fiverr account.
- Receiving Party’s obligations under this Agreement do not extend to information that is:
- Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party,
- Discovered or created by the Receiving Party before disclosure by Disclosing Party,
- Learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives, or
- Is disclosed by Receiving Party with Disclosing Party’s prior written approval.
- TIME PERIODS
- The Term of this Agreement shall be indefinite, unless otherwise expressly communicated in writing by the Disclosing Party to the Receiving Party, commencing on the Effective Date herein.
- The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
- The Receiving Party shall not, during the term of this Agreement or upon termination/cancellation thereof,
- Use and recreate the ideas, concept, knowledge and/or trade secrets shared herein or any other materials to start/develop a similar software for themselves or a 3rd Party.
- Pass off any ideas, concept, knowledge and/or trade secrets shared herein or any other materials as their own for the purpose of financial or material gain.
- Start a similar services or any other services such as the ones offered by the Disclosing Party under this Agreement.
- Use or adopt or purport to use or adopt the name or any trade or business name of the Disclosing Party for any purpose.
- Interfere or seek to interfere or take such steps as may interfere with the continuance of the Disclosing Party’s ideas, relationship with their clients, customers or partners, or any other actions that hinder the smooth flow of the Disclosing Party’s business, goals and/or mission.
This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
- GOVERNING LAW/JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of the ____________ [State/Country]. Exclusive jurisdiction and venue shall be in _____________ [State/Country]. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.
DISCLOSING PARTY: _____________ ________________________ ___________
(SIGNATURE) (NAME) (DATE)
RECEIVING PARTY: _____________ ________________________ ___________
(SIGNATURE) (NAME) (DATE)
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