Best NDA Template for Freelancers Working on Confidential App Ideas

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and between:

Disclosing Company, a [Type of Entity, e.g., LLC, Corporation] with its principal place of business at [Disclosing Company Address] (hereinafter referred to as the "Disclosing Party"),

AND

Receiving Company, a [Type of Entity, e.g., LLC, Corporation] with its principal place of business at [Receiving Company Address] (hereinafter referred to as the "Receiving Party").

The Disclosing Party and Receiving Party are hereinafter sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Disclosing Party possesses certain Confidential Information (as defined below) related to a new app project; and

WHEREAS, the Disclosing Party is willing to disclose such Confidential Information to the Receiving Party for the sole purpose of evaluating a potential business relationship and/or to enable the Receiving Party to perform services related to the development of the aforementioned app project (the "Purpose"); and

WHEREAS, the Receiving Party is willing to receive such Confidential Information for the Purpose, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definition of Confidential Information

1.1. "Confidential Information" shall mean any and all non-public information, whether tangible or intangible, disclosed by the Disclosing Party to the Receiving Party, before or after the Effective Date, in any form whatsoever (including, but not limited to, written, oral, visual, electronic, or in the form of samples, models, or prototypes) that is either identified as "Confidential," "Proprietary," or by a similar legend, or that the Receiving Party knows or reasonably should know is confidential or proprietary to the Disclosing Party given the nature of the information and the circumstances of its disclosure.

1.2. Confidential Information includes, but is not limited to:

• (a) Technical information: such as app feature ideas, algorithms, source code, object code, design mockups, specifications, diagrams, flow charts, software, know-how, processes, inventions, research, and development.
• (b) Business information: such as business strategies, marketing plans, financial projections, monetization plans, customer lists, early user data, vendor information, and business opportunities.
• (c) The fact that discussions or negotiations are taking place between the Parties concerning the Purpose, and the status and content of those discussions or negotiations.
• (d) Any notes, analyses, compilations, studies, summaries, and other material prepared by the Receiving Party or its Representatives (defined below) to the extent containing or based on, in whole or in part, any Confidential Information disclosed by the Disclosing Party.

1.3. For oral disclosures to be considered Confidential Information, the Disclosing Party shall identify the information as confidential at the time of disclosure and shall, within thirty (30) days of such oral disclosure, provide the Receiving Party with a written summary specifically identifying the Confidential Information disclosed orally.

1.4. Confidential Information shall not include any information that the Receiving Party can demonstrate by competent written evidence:

• (a) was rightfully known to the Receiving Party or in its possession, free of any obligation of confidence, prior to its disclosure by the Disclosing Party;
• (b) is or becomes generally available to the public through no wrongful act or omission of the Receiving Party or its Representatives;
• (c) is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party and who has the lawful right to make such disclosure; or
• (d) is independently developed by the Receiving Party or its Representatives without access to, use of, or reference to the Disclosing Party's Confidential Information.

2. Obligations of Receiving Party

2.1. Non-Disclosure: The Receiving Party shall hold the Confidential Information in strict confidence and shall not, directly or indirectly, disclose, publish, disseminate, or make available any Confidential Information to any third party without the prior written consent of the Disclosing Party.

2.2. Use Limitation: The Receiving Party shall use the Confidential Information solely and exclusively for the Purpose and for no other purpose whatsoever, including but not limited to developing, marketing, or selling any product or service that competes with the products or services of the Disclosing Party, or for its own benefit or the benefit of any third party.

2.3. Standard of Care: The Receiving Party shall protect the Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care that it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care. This includes implementing and maintaining appropriate physical, electronic, and procedural safeguards.

2.4. Permitted Disclosures to Representatives: The Receiving Party may disclose Confidential Information only to those of its employees, officers, directors, legal counsel, accountants, and subcontractors (collectively, "Representatives") who have a strict "need-to-know" such information for the Purpose and who are bound by written confidentiality obligations at least as restrictive as those contained in this Agreement. The Receiving Party shall inform such Representatives of the confidential nature of the Information and their obligations hereunder. The Receiving Party shall be fully responsible and liable for any breach of this Agreement by its Representatives as if such breach were committed by the Receiving Party itself.

2.5. No Reverse Engineering: The Receiving Party shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of any software, prototypes, or other tangible objects that embody Confidential Information.

2.6. Notification of Unauthorized Disclosure: The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by the Receiving Party or its Representatives, and will cooperate fully with the Disclosing Party to assist the Disclosing Party in regaining possession of the Confidential Information and to prevent its further unauthorized use or disclosure.

3. Term

The obligations of confidentiality and non-use set forth in this Agreement with respect to Confidential Information disclosed hereunder shall remain in effect for a period of two (2) years from the Effective Date of this Agreement. However, for any Confidential Information that constitutes a "trade secret" under applicable law, the obligations of confidentiality and non-use shall continue for as long as such information remains a trade secret.

4. Return or Destruction of Information

Upon the expiration or termination of this Agreement for any reason, or at any time upon the written request of the Disclosing Party, the Receiving Party shall promptly (and in no event later than ten (10) business days after such request, expiration, or termination):

• (a) return to the Disclosing Party all documents, materials, and other tangible embodiments of Confidential Information (and all copies, extracts, and summaries thereof) provided by the Disclosing Party; and
• (b) permanently erase or destroy all Confidential Information (and all copies, extracts, and summaries thereof) from any computer, word processor, or other electronic storage device or media under the control or possession of the Receiving Party or its Representatives.

Upon request by the Disclosing Party, an authorized officer of the Receiving Party shall provide a written certification to the Disclosing Party of its compliance with this Section 4. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information in a secure location, accessible only by its legal counsel, solely for the purpose of monitoring its compliance with this Agreement or as required by applicable law or regulatory body, provided that such retained copy shall remain subject to all confidentiality and non-use obligations herein for the duration of such retention.

5. Compelled Disclosure

If the Receiving Party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, or other similar process, or by any applicable law, rule, regulation, or stock exchange rule) to disclose any of the Confidential Information, the Receiving Party shall:

• (a) provide the Disclosing Party with prompt written notice of any such request or requirement (if legally permissible and practicable) so that the Disclosing Party may seek a protective order or other appropriate remedy;
• (b) consult with the Disclosing Party on the advisability of taking steps to resist or narrow such request; and
• (c) if disclosure is nonetheless required, furnish only that portion of the Confidential Information which, in the written opinion of its legal counsel, it is legally compelled to disclose and exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information so disclosed.

The Receiving Party shall cooperate with the Disclosing Party in its efforts to obtain any such protective order or other remedy.

6. Injunctive Relief

The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement, particularly with respect to the confidentiality and use restrictions, will cause irreparable harm and significant injury to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Receiving Party agrees that the Disclosing Party shall be entitled to seek immediate injunctive relief (including, but not limited to, temporary restraining orders, preliminary injunctions, and permanent injunctions) to prevent or restrain any such breach or threatened breach, without the necessity of posting any bond or other security, in addition to any other remedies available to it at law or in equity.

7. Governing Law and Jurisdiction

This Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [Specify County, e.g., Los Angeles County, San Francisco County], California, for the purposes of any suit, action, or other proceeding arising out of this Agreement or the subject matter hereof. Each Party waives any objection to venue in such courts.

8. Entire Agreement and Amendments

This Agreement, including any exhibits attached hereto (if any), constitutes the entire agreement between the Parties with respect to 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 duly authorized representatives of both Parties.

9. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving to the maximum extent permissible the original intent of the Parties.

10. Counterparts and Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed original signatures for all purposes.

11. No License or Other Rights

The Disclosing Party retains all right, title, and interest in and to its Confidential Information. No license, immunity, or other right, express or implied, in or to any Confidential Information, or any patent, copyright, trademark, trade secret, or other intellectual property right, is granted or conveyed by this Agreement or by any disclosure of Confidential Information hereunder, except for the limited right to use the Confidential Information solely for the Purpose as set forth in this Agreement.

12. No Warranty

All Confidential Information is provided "AS IS." The Disclosing Party makes no warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of its Confidential Information, or its non-infringement of third-party rights. The Disclosing Party shall have no liability to the Receiving Party or any other person resulting from the use of the Confidential Information by the Receiving Party.

13. Residuals

Notwithstanding any other provision of this Agreement, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Disclosing Party’s Confidential Information. The term "residuals" means information in non-tangible form that may be retained in the unaided memory of individuals who have had access to the Confidential Information, provided that such individuals have not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it. However, this Section 13 shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or patents, nor shall it permit the disclosure or use of specific details of the Confidential Information in a manner that would otherwise constitute a breach of this Agreement. This clause is highly negotiable; if the goal is maximum protection, you might seek to exclude or severely limit any residuals clause. Given your concern about app ideas, you might prefer to exclude this clause or replace it with one stating that no use of residuals derived from the Confidential Information is permitted.

14. Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) one business day after being sent by reputable overnight courier with tracking capabilities, or (c) when sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth at the beginning of this Agreement (or to such other address as a Party may designate by notice to the other Party in accordance with this section).

15. Assignment

Neither Party may assign or transfer this Agreement, or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party. Any attempted assignment or transfer in violation of the foregoing shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

16. Waiver

No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. A waiver of any breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other provision. Any waiver must be in writing and signed by the waiving Party.

17. Feedback

If the Receiving Party provides any suggestions, comments, improvements, ideas, or other feedback or materials to the Disclosing Party regarding the Disclosing Party's Confidential Information or business (collectively, "Feedback"), the Receiving Party hereby grants the Disclosing Party a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.

18. No Obligation to Proceed

The Parties acknowledge that this Agreement does not obligate either Party to enter into any further agreements or transactions with the other Party. Each Party reserves the right, in its sole discretion, to terminate discussions concerning the Purpose at any time.

19. Relationship of Parties

The Parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has the authority to bind the other Party in any respect.

20. Survival

The obligations of confidentiality and non-use (as set forth in Section 3), return or destruction of information (Section 4), injunctive relief (Section 6), governing law and jurisdiction (Section 7), no license (Section 11, if included), no warranty (Section 12, if included), feedback (Section 17, if included), and this Section 20, shall survive the expiration or termination of this Agreement for any reason.

IN WITNESS WHEREOF, the Parties hereto have caused this Non-Disclosure Agreement to be executed by their duly authorized representatives as of the Effective Date.

DISCLOSING PARTY:

Disclosing Company

By: _________________________

Name: [Your Name]

Title: [Your Title]

Date: _________________________

RECEIVING PARTY:

Receiving Company

By: _________________________

Name: [Developer's Full Name/Authorized Signatory]

Title: [Developer's Title/Authorized Signatory Title]

Date: _________________________

Drafted by 8contract.com.

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [DATE] by and between Disclosing Company, located at [Disclosing Company Address] ("Disclosing Party"), and Receiving Company, located at [Receiving Company Address] ("Receiving Party").

1. Purpose

The Disclosing Party is considering disclosing certain confidential information to the Receiving Party for the purpose of evaluating and potentially working on a new app project (the "Purpose"). The Receiving Party acknowledges and agrees that the disclosure of Confidential Information is solely for the stated Purpose and for no other reason.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, visually, or by any other means, that is designated as confidential (either explicitly or implicitly) or that reasonably should be understood to be confidential given the nature of the information, the circumstances of disclosure, and the Disclosing Party's business. Confidential Information includes, but is not limited to, both tangible and intangible information related to the Disclosing Party's past, present, and future business, technology, products, services, and intellectual property. Without limiting the foregoing, Confidential Information specifically includes:

• App feature ideas, concepts, specifications, and functionalities
• Design mockups, wireframes, user interface designs, and user experience flows
• Early user data, demographics, behavior patterns, and feedback
• Monetization plans, pricing strategies, revenue models, and financial projections
• Source code, object code, algorithms, data structures, and technical documentation
• Business strategies, marketing strategies, advertising plans, and promotional materials
• Customer information, potential customer lists, and vendor information
• Any other proprietary information, trade secrets, know-how, or intellectual property.

Confidential Information does not include information that: (a) is or becomes generally publicly available or known to the public through no fault or breach of this Agreement by the Receiving Party or its Representatives; (b) was demonstrably in the Receiving Party's lawful possession prior to the time of disclosure by the Disclosing Party, as evidenced by written records; (c) is rightfully received by the Receiving Party from a third party without any restriction on disclosure and without breach of any confidentiality obligation by that third party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The burden of proving that information falls within an exception rests with the Receiving Party.

3. Obligations of Receiving Party

3.1. The Receiving Party shall maintain the Confidential Information in strict confidence and shall protect it from unauthorized disclosure, access, use, alteration, or destruction with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care considering the sensitivity of the information.

3.2. The Receiving Party shall use the Confidential Information solely and exclusively for the Purpose as defined in Section 1. The Receiving Party expressly agrees not to use, reproduce, distribute, modify, adapt, or create derivative works from the Confidential Information for any purpose other than the Purpose, and specifically agrees not to use the Confidential Information for its own benefit or the benefit of any third party, including but not limited to developing, marketing, or selling products or services that are similar to or compete with those of the Disclosing Party.

3.3. The Receiving Party may disclose the Confidential Information to its employees, consultants, and subcontractors (collectively, "Representatives") who have a legitimate need to know the Confidential Information solely for the performance of the Purpose. Prior to any such disclosure, the Receiving Party must ensure that such Representatives are informed of the confidential nature of the information and are bound by written confidentiality agreements with the Receiving Party containing terms and conditions at least as protective of the Disclosing Party's Confidential Information as those set forth in this Agreement. The Receiving Party shall remain solely responsible and liable for any breach of this Agreement by any of its Representatives.

3.4. The Receiving Party shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, algorithms, or structure of any software, products, or services of the Disclosing Party disclosed as Confidential Information.

3.5. The Receiving Party agrees to promptly notify the Disclosing Party in writing of any unauthorized use, disclosure, or loss of Confidential Information of which it becomes aware.

I recommend adding a clause regarding the location of Confidential Information:

"3.6. The Receiving Party shall store all tangible and electronic Confidential Information in a secure manner and shall not store or process Confidential Information outside of [Specify permitted geographic locations, e.g., the United States] without the prior written consent of the Disclosing Party."

I recommend adding a clause regarding copies of Confidential Information:

"3.7. The Receiving Party shall not make any copies, reproductions, or duplicates of the Confidential Information except as strictly necessary for the Purpose. Any authorized copies shall remain the property of the Disclosing Party and shall be subject to the same confidentiality obligations as the original Confidential Information."

4. Term and Termination

This Agreement shall commence on the date first written above and shall continue in full force and effect for a period of two (2) years from the date of the last disclosure of Confidential Information.

I recommend adding a clause regarding the survival of obligations:

"4.1. Notwithstanding the termination of this Agreement, the obligations of the Receiving Party under Section 3 (Obligations of Receiving Party) and Section 5 (Return of Information) shall survive the termination of this Agreement for a period of [Specify duration, e.g., five (5) years] or, for Confidential Information that constitutes a trade secret under applicable law, perpetually."

5. Return or Destruction of Information

Upon the termination of this Agreement for any reason, or upon the Disclosing Party's written request at any time, the Receiving Party shall promptly, and in no event later than [Specify number] days after such request or termination, return to the Disclosing Party or destroy all tangible and electronic embodiments of the Confidential Information, including all copies, extracts, notes, analyses, and any other materials containing or reflecting the Confidential Information. If the Receiving Party elects to destroy the Confidential Information, it shall use commercially reasonable methods to ensure that the information is rendered permanently unrecoverable. Within [Specify number] days of completing the return or destruction, the Receiving Party shall certify in writing to the Disclosing Party that it has fully complied with this provision. The Receiving Party may retain one archival copy of the Confidential Information solely for the purpose of monitoring compliance with this Agreement, provided such copy is kept confidential and secure.

6. Governing Law

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

I recommend adding a clause regarding jurisdiction:

"6.1. The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [Specify County, e.g., Los Angeles County], California, and the parties irrevocably consent to the personal jurisdiction of such courts."

7. Injunctive Relief

The Receiving Party acknowledges and agrees that any unauthorized disclosure or use of Confidential Information in violation of this Agreement would cause irreparable harm to the Disclosing Party, the exact amount of which would be difficult to ascertain and for which monetary damages would not be a sufficient remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies, in addition to any other remedies available at law or in equity, to prevent or restrain any breach or threatened breach of this Agreement by the Receiving Party or its Representatives, without the necessity of posting a bond or proving actual damages.

8. Exceptions

Notwithstanding anything to the contrary herein, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order or governmental request, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) prior to disclosure and cooperates with the Disclosing Party in any lawful effort to oppose or limit the scope of such disclosure. The Receiving Party shall only disclose the minimum amount of Confidential Information legally required.

9. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, understandings, and proposals, whether oral or written, between the parties relating to such subject matter. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

10. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect as if the invalid, illegal, or unenforceable provision had never been included.

11. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be considered as valid and binding as original signatures.

I recommend adding a clause regarding non-waiver:

"12. Non-Waiver. The failure of either party at any time to enforce any right or remedy available to it under this Agreement shall not be construed as a waiver of such right or remedy with respect to any subsequent breach or failure to perform."

I recommend adding a clause regarding assignment:

"13. Assignment. Neither party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party. Any attempted assignment or transfer without such consent shall be null and void."

I recommend adding a clause regarding notices:

"14. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery, upon receipt if sent by certified or registered mail, postage prepaid, return receipt requested, or upon successful transmission if sent by reputable overnight courier or confirmed email, to the addresses set forth below or to such other address as either party may designate by written notice to the other party:

If to Disclosing Party:
[Disclosing Party Address]
Email: [Disclosing Party Email]

If to Receiving Party:
[Receiving Party Address]
Email: [Receiving Party Email]"

I recommend adding a clause regarding relationship of the parties:

"15. Relationship of Parties. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between the parties. Neither party has the authority to bind the other party in any manner whatsoever."

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

Disclosing Company

By: [Your Name]

Title: [Your Title]

Receiving Company

By: [Developer's Name]

Title: [Developer's Title]

drafted by 8contract.com

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (the "Agreement") is entered into as of [DATE], by and between Disclosing Company, located at [Disclosing Company Address] ("Disclosing Party"), and Receiving Company, located at [Receiving Company Address] ("Receiving Party").

1. Purpose

This Agreement sets forth the terms and conditions under which the Disclosing Party may disclose to the Receiving Party certain confidential, proprietary, and trade secret information for the exclusive purpose of evaluating and potentially collaborating on the development of a new application (the "Purpose"). All disclosures under this Agreement are strictly limited to the Purpose, and no license to the Receiving Party is implied or granted except as specifically set forth herein.

I recommend:

1.1 No Obligation to Proceed

Nothing herein shall obligate either party to proceed with any proposed transaction, and each party reserves the right, in its sole discretion, to terminate discussions regarding the business opportunity at any time.

2. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" refers to all information, material, or data, tangible or intangible, disclosed in any form by the Disclosing Party to the Receiving Party, marked or designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential.

This includes, but is not limited to:

• App feature ideas
• Design mockups, including wireframes and UI/UX documentation
• Early user data and analytics
• Monetization plans and strategies
• Source code, including partial, draft, or final versions
• Algorithms, methods, procedures, concepts, formulas, and processes
• Business strategies and development plans
• Business models and financial projections
• Marketing strategies and materials
• Customer lists, client contact details, and all forms of personally identifiable information (PII)
• Technical documentation, diagrams, and system architectures
• Internal communications or documentation

2.1 Treatment of Oral Disclosures

For oral disclosures to be considered Confidential Information, such information must be identified as confidential at the time of disclosure and confirmed as confidential in writing within thirty (30) days of the oral disclosure.

2.2 Exclusions

Confidential Information shall not include any information that:

• (a) is or becomes publicly available through no action or inaction of the Receiving Party;
• (b) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party;
• (c) is disclosed to the Receiving Party from a third party without, to the Receiving Party’s knowledge, a duty of confidentiality;
• (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records; or
• (e) is approved for release by written authorization of the Disclosing Party.

2.3 Duty to Notify Unauthorized Disclosure

I recommend: Explicitly require the Receiving Party to promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

3. Obligations of Receiving Party

The Receiving Party agrees and warrants to:

• Use Confidential Information solely for the Purpose stated in this Agreement and for no other purpose;
• Protect the Confidential Information with the same degree of care as it uses to protect its own confidential or proprietary information, but in no event less than a reasonable standard of care;
• Restrict disclosure of Confidential Information solely to its employees, contractors, or representatives ("Representatives") with a bona fide need to know such information for the Purpose, and ensure that each such individual is bound by a written agreement of confidentiality at least as protective as this Agreement;
• Refrain from copying, reproducing, or otherwise making any Confidential Information available to any third parties, except when expressly permitted by this Agreement or by written consent of the Disclosing Party;
• Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to limit, prevent or mitigate the damages from such unauthorized disclosure.

3.1 Security Measures

I recommend: The Receiving Party shall implement and maintain appropriate administrative, physical, and technical safeguards to protect the Confidential Information, including but not limited to password protection, encryption of stored data, secure disposal of physical documents, and use of secure file transfer methods.

3.2 Third Party Service Providers

I recommend: If the Receiving Party uses any third-party data storage or communication services, it shall only do so with vendors known to offer commercially reasonable security standards, and remains fully responsible for any acts or omissions by such vendors as for itself.

3.3 Duty to Report Security Incidents

I recommend: Require written notification to the Disclosing Party within 48 hours upon discovery of any unauthorized access, loss, or breach of Confidential Information.

4. Permitted Disclosures and Required Agreements

The Receiving Party may only disclose Confidential Information to its employees, contractors, agents, or consultants ("Representatives") on a strict need-to-know basis and solely for the Purpose.

The Receiving Party must ensure that all Representatives who receive Confidential Information are subject to written confidentiality obligations no less restrictive than those provided in this Agreement. The Receiving Party is jointly and severally liable for any breach of this Agreement by its Representatives or affiliates.

4.1 Record of Disclosure

I recommend: Maintain a current, written list of all Representatives who have access to Confidential Information and provide such list to the Disclosing Party upon request.

5. No Rights Granted

Nothing in this Agreement is intended to grant any rights, by license or otherwise, to the Receiving Party under any patent, trademark, copyright, or other intellectual property rights of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.

I recommend: Add that all Confidential Information and any derivatives, enhancements, or modifications thereof will remain the property of the Disclosing Party.

6. Return or Destruction of Confidential Information

Upon written request by the Disclosing Party, or upon termination or expiration of this Agreement, whichever is earlier, the Receiving Party must:

• Promptly return all documents or other materials containing Confidential Information and all copies thereof to the Disclosing Party, or, at the Disclosing Party's election, destroy all such materials and provide a written certification of destruction signed by an officer or authorized representative of the Receiving Party.

6.1 Retention of Legal Copies

I recommend: Notwithstanding the foregoing, the Receiving Party may retain a single archival copy of the Confidential Information if required by law, regulation, or bona fide compliance purposes, with any retention subject to the confidentiality obligations herein until such information is destroyed.

7. Term

This Agreement shall commence as of the Effective Date and, unless terminated earlier by written consent of both parties, shall remain in effect for two (2) years from the Effective Date. All confidentiality and non-use obligations with respect to Confidential Information disclosed during the term shall survive the expiration or termination of this Agreement for two (2) years after such expiration or termination.

7.1 Injunctive Relief Survivability

I recommend: Obligations regarding injunctive relief and the use of Confidential Information in legal proceedings shall survive indefinitely as to any Confidential Information that constitutes a trade secret under applicable law.

8. Legal Compulsion and Notice

If the Receiving Party is compelled by law, regulation, or a court order to disclose Confidential Information, it agrees to:

• Provide the Disclosing Party with prompt written notice (unless prohibited by law) to allow the Disclosing Party an opportunity to seek a protective order or otherwise contest the disclosure;
• Disclose only that portion of the Confidential Information legally required to be disclosed and use best efforts to obtain assurances that confidential treatment will be accorded to such information.

9. Remedies and Injunctive Relief

The Receiving Party acknowledges that any breach or threatened breach of this Agreement could cause irreparable harm to the Disclosing Party, the exact amount of which would be difficult to ascertain and for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to seek equitable relief, including, but not limited to, specific performance and injunctive relief, in addition to any other remedies available at law or in equity, without the necessity of posting a bond or proving actual damages.

10. Warranties and Disclaimers

All Confidential Information is provided "AS IS". The Disclosing Party makes no warranties, express, implied, or otherwise, regarding the accuracy or completeness of the Confidential Information or its fitness for any particular purpose.

10.1 No Obligation to Update

I recommend: The Disclosing Party has no obligation to update or correct any Confidential Information provided or to notify the Receiving Party of any changes thereto.

11. No Solicitation

I recommend: The Receiving Party agrees that during the term of this Agreement and for a period of twelve (12) months thereafter, it shall not directly or indirectly solicit for employment or engagement, nor employ or engage any employee, contractor, or representative of the Disclosing Party with whom the Receiving Party has had contact or who became known to the Receiving Party in connection with this Agreement, without the prior written consent of the Disclosing Party.

12. No Assignment

Neither party may assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party. Any attempt to assign in contravention of this clause shall be null and void.

13. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its choice or conflict of law principles. The parties consent to the exclusive jurisdiction and venue in the state and federal courts located in [County], California, with respect to any dispute arising under or in connection with this Agreement.

14. Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent possible and the remaining provisions will remain in full force and effect.

15. Entire Agreement and Amendments

This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior discussions, representations, or agreements, both written and oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

16. Counterparts and Electronic Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Signatures delivered by PDF, facsimile, or electronic means are deemed binding.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date first written above.

Disclosing Company

By: ____________________________

Name: _________________________

Title: ___________________________

Date: ___________________________

Receiving Company

By: ____________________________

Name: _________________________

Title: ___________________________

Date: ___________________________

Drafted by 8contract.com

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made and entered into as of [DATE] by and between Disclosing Company, located at [Disclosing Company Address] (hereinafter referred to as "Disclosing Party"), and Receiving Company, located at [Receiving Company Address] (hereinafter referred to as "Receiving Party").

1. Purpose

The Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of evaluating and potentially collaborating on a new app project (hereinafter referred to as the "Purpose"). This section clarifies that the sharing of information is exclusively for evaluating the partnership related to the app and is crucial to setting the boundaries for the use of the information shared.

2. Definition of Confidential Information

"Confidential Information" encompasses any and all information disclosed by the Disclosing Party to the Receiving Party, in any form (oral, written, electronic, or otherwise), that is designated as confidential or that a reasonable person would understand to be confidential based on the circumstances and nature of the disclosure. This includes, but is not limited to:

• App feature ideas
• Design mockups
• Early user data
• Monetization plans
• Source code
• Algorithms
• Business strategies
• Marketing strategies
• Financial projections
• Customer information

It is crucial to clarify that information shall not be considered Confidential Information if it: (a) becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

3. Obligations of Receiving Party

3.1 The Receiving Party agrees to take appropriate measures to protect the Confidential Information from unauthorized access, use, or disclosure, employing at least the same degree of care that it uses for its own confidential information of similar sensitivity, but no less than a reasonable standard of care.

3.2 The Receiving Party shall utilize Confidential Information purely for the Purpose and shall not employ the Confidential Information for any other objectives — directly or indirectly — including any competitive endeavors.

3.3 The Receiving Party may disclose the Confidential Information to its employees, consultants, and subcontractors (collectively referred to as "Representatives") who require the information for the Purpose, provided that these Representatives are bound by legally enforceable confidentiality agreements that reflect the confidentiality obligations similar to those contained in this Agreement. The Receiving Party shall remain fully liable for any breach of this Agreement by its Representatives.

3.4 The Receiving Party shall not attempt to reverse engineer, decompile, or disassemble any aspect of the Confidential Information shared.

4. Term and Termination

This Agreement shall commence on the aforementioned date and shall remain in effect for a period of two (2) years. The obligations concerning Confidential Information shall survive for an extended period of five (5) years after termination of this Agreement. This extended duration is essential to protect sensitive information that may still hold value after the Agreement's termination.

5. Return of Information

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall immediately return all tangible forms of the Confidential Information, including all copies and derivatives, and must certify in writing that it has complied with this provision. If the Receiving Party opts to destroy the information, they should provide a certificate of destruction, which adds accountability to the process.

6. Governing Law

This Agreement shall be governed by the laws of the State of California, excluding its conflict of laws provisions. The significance of specifying governing laws is to provide clarity and predictability for potential disputes.

7. Injunctive Relief

The Disclosing Party shall have the right to seek injunctive relief from a court of competent jurisdiction to prevent or restrain any breach or threatened breach of any provision of this Agreement, which is essential for the prevention of potential leaks of confidential information.

8. Exceptions to Disclosure

The Receiving Party may disclose Confidential Information as required by law, regulation, or court order, given that it provides the Disclosing Party with prompt notice prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. This clause safeguards both parties and emphasizes the importance of communication.

9. Intellectual Property Rights

I recommend adding a clause that explicitly states that all Confidential Information remains the exclusive property of the Disclosing Party. The Receiving Party does not acquire any rights or licenses under this Agreement to use the Confidential Information except as specifically permitted.

10. No Waiver

I recommend adding a clause indicating that any failure by the Disclosing Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. This clause ensures that the Disclosing Party maintains its rights under the Agreement.

11. Indemnification

I recommend including a clause that requires the Receiving Party to indemnify and hold harmless the Disclosing Party against any losses, damages, or expenses resulting from a breach of this Agreement by the Receiving Party or its Representatives. This addition can provide the Disclosing Party with an additional layer of protection.

12. Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent possible and the remaining provisions will remain in full force and effect, ensuring the continued effect of the remaining parts of the Agreement.

13. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and replaces all prior agreements or understandings, both oral and written.

14. Counterparts

This Agreement may be executed in multiple counterparts, where each shall be deemed an original, but all of which together shall constitute one and the same instrument. This language facilitates electronic signing or signing in separate locations.

15. Amendment

This Agreement may be amended only by a written document signed by both parties, which ensures that no changes can be made unilaterally.

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

Disclosing Company

By: [Your Name]

Title: [Your Title]

Receiving Company

By: [Developer's Name]

Title: [Developer's Title]

Drafted by 8contract.com.