Freelance NDA Template

MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] between [PARTY A NAME] ("Party A") and [PARTY B NAME / YOUR NAME] ("Party B"), collectively referred to as the "Parties." 1. PURPOSE The Parties wish to explore or engage in [BRIEF DESCRIPTION OF PROJECT / RELATIONSHIP] (the "Purpose"). In connection with the Purpose, each Party may disclose certain confidential information to the other Party. 2. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that: (a) Is or becomes publicly known through no breach of this Agreement; (b) Was rightfully known by the Receiving Party prior to disclosure; (c) Is rightfully received from a third party without restriction on disclosure; (d) Is independently developed by the Receiving Party without use of Confidential Information. 3. OBLIGATIONS Each Party agrees to: (a) Hold all Confidential Information in strict confidence; (b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) Use the Confidential Information only for the Purpose described above; (d) Protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. 4. PERMITTED DISCLOSURES A Party may disclose Confidential Information to its employees, contractors, or advisors who: (a) have a need to know for the Purpose, and (b) are bound by confidentiality obligations at least as protective as those in this Agreement. 5. TERM This Agreement will remain in effect for [ONE YEAR / TWO YEARS / THREE YEARS] from the Effective Date, unless terminated earlier by mutual written agreement. Obligations of confidentiality with respect to Confidential Information disclosed during the term will survive termination for an additional [ONE YEAR]. 6. RETURN OF MATERIALS Upon request by the Disclosing Party, the Receiving Party will promptly return or destroy all materials containing Confidential Information and certify such return or destruction in writing. 7. NO LICENSE Nothing in this Agreement grants either Party any license or right in the Confidential Information of the other Party except as expressly set forth herein. 8. INJUNCTIVE RELIEF The Parties acknowledge that breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Either Party may seek injunctive relief in addition to any other remedies available at law or in equity. 9. GOVERNING LAW This Agreement shall be governed by the laws of the State of [GOVERNING STATE], without regard to conflict of law principles. 10. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties with respect to confidentiality and supersedes all prior discussions and agreements relating to the subject matter herein. AGREED: Party A: _________________________ Date: _______ [PARTY A NAME / TITLE] Party B: _________________________ Date: _______ [YOUR NAME]