Confidential Information Non-Disclosure Agreement (NDA)

This Confidential Information Non-Disclosure Agreement ("Agreement") is made as of (the "Effective Date") by and between:

Disclosing Party:
Address:

Receiving Party (Freelancer):
Address:

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means all written, electronic, or oral information disclosed by the Disclosing Party to the Freelancer, including but not limited to business plans, strategies, financial information, customer data, technical data, inventions, and trade secrets.

2. Obligations of Receiving Party

1. Freelancer will hold and maintain Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
2. Freelancer will not disclose, publish, or disseminate any Confidential Information to any third party.
3. Freelancer will use the Confidential Information solely for the project or work described as follows:

3. Exclusions

This Agreement does not apply to information that:

• Is or becomes publicly available through no breach by Freelancer;
• Is already known to Freelancer prior to disclosure;
• Is received lawfully from a third party without breach of any obligation;
• Is required to be disclosed pursuant to law or court order (with prompt notice to Disclosing Party).

4. Term

This Agreement shall remain in effect for a period of years from the Effective Date, or until such time as all Confidential Information ceases to be confidential, whichever occurs first.

5. Return of Materials

Upon request, Freelancer shall promptly return or destroy all materials containing Confidential Information.

6. No License

No license to Freelancer, under any trademark, patent, copyright, or other intellectual property right, is either granted or implied by the disclosure of Confidential Information.

7. Miscellaneous

1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter.
2. This Agreement shall be governed by the laws of .
3. Any amendments must be in writing and signed by both parties.

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