Freelance NDA Confidentiality Agreement

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

• Disclosing Party:
• Receiving Party ("Freelancer"):

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall mean any and all information or data that is disclosed by the Disclosing Party to the Freelancer, whether oral, written, digital or in any other form, including but not limited to: business plans, client information, financial data, technical data, software, drawings, inventions, processes, designs, and trade secrets.

2. Obligations of Freelancer

• To hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
• Not to disclose Confidential Information to any third parties without the prior written consent of the Disclosing Party.
• Not to use Confidential Information for any purpose except as required to fulfill services for the Disclosing Party.

3. Exclusions

The obligations under this Agreement do not apply to information that:

• Is already known to the Freelancer at the time of disclosure;
• Becomes publicly known through no wrongful act of the Freelancer;
• Is received from a third party without breach of this Agreement;
• Is independently developed by the Freelancer without reference to the Confidential Information.

4. Duration

This Agreement and the Freelancer’s duty to hold Confidential Information in confidence remain in effect for years from the Effective Date.

5. Return of Materials

Upon termination of this Agreement, or upon written request by the Disclosing Party, the Freelancer shall promptly return or destroy all Confidential Information and materials.

6. Governing Law

This Agreement shall be governed by the laws of .

7. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements regarding the subject matter hereof.