Simple NDA Template for Freelancers: Protect Your Projects

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (the "Agreement") is entered into on this {AgreementDate} by and between:

1.  {CompanyName} (the "Disclosing Party"), with its principal place of business at {CompanyAddress}.
2.  {FreelancerName} (the "Receiving Party"), an independent contractor, with an address at {FreelancerAddress}.

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information (the "Confidential Information") that it wishes to disclose to the Receiving Party for the purpose of {PurposeOfDisclosure}; and

WHEREAS, the Receiving Party is willing to receive such Confidential Information subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1.  DEFINITION OF CONFIDENTIAL INFORMATION. "Confidential Information" shall include any and all information, whether written or oral, tangible or intangible, disclosed by the Disclosing Party to the Receiving Party, including but not limited to, trade secrets, business plans, financial data, marketing strategies, client lists, project specifications, software code, designs, and technical data.

2.  EXCLUSIONS FROM CONFIDENTIAL INFORMATION. Confidential Information shall not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) is rightfully received by the Receiving Party from a third party without restriction on disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or by a court order, provided that the Receiving Party gives prompt notice to the Disclosing Party of such requirement.

3.  OBLIGATIONS OF RECEIVING PARTY. The Receiving Party agrees:
    (a) To hold the Confidential Information in strict confidence and to use the Confidential Information solely for the {PurposeOfDisclosure}.
    (b) Not to disclose, reproduce, distribute, or otherwise make available the Confidential Information to any third party without the prior written consent of the Disclosing Party.
    (c) To take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information.
    (d) To limit access to the Confidential Information to its employees, agents, or subcontractors who have a need to know such information for the {PurposeOfDisclosure} and who are bound by confidentiality obligations no less restrictive than those set forth herein.

4.  TERM. This Agreement shall commence on the {AgreementDate} and shall remain in effect for a period of {TermLength} years from the date of disclosure of the Confidential Information.

5.  RETURN OF MATERIALS. Upon the request of the Disclosing Party or termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and any materials containing such information.

6.  GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of {GoverningState}.

7.  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.

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

DISCLOSING PARTY:
_________________________
{CompanyName}
By: {CompanySignatoryName}
Title: {CompanySignatoryTitle}

RECEIVING PARTY:
_________________________
{FreelancerName}