This Non-Disclosure Agreement (the ‘Agreement’) is entered into by and between [your company name] (your name) with its principal offices in [your city, country] (‘Disclosing Party’) and Oleksandr Ivchenko located in [my city, country] (‘Receiving Party’) to prevent the (‘unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information (‘Confidential Information’).
In brief, Oleksandr Ivchenko is currently being considered as a third-party provider for digital services to assist [your company name] with the workload. As part of these initial discussions, it would be beneficial to disclose the terms of the clients in question, which needs to be kept confidential by Oleksandr Ivchenko. Any meetings regarding client campaigns, including who works with, budgets, etc., are personal information.
Should Oleksandr Ivchenko successfully secure a long-term position with [your company name], it is essential to note that all client accounts remain in the ownership of [your company name], and Oleksandr Ivchenko is not to advertise or declare publicly that they work for any of our clients. (Oleksandr Ivchenko cannot use our clients for case studies or appear on any part of your website or advertising) Reporting, email communications, or discussions with any of our clients should be done under the [your company name] brand with no mention of Oleksandr Ivchenko.
1. Definition of Confidential Information. For purposes of this Agreement, ‘Confidential Information’ shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a letter indicating that such oral communication constitutes Confidential Information. If Confidential Information is written, the Disclosing Party shall label or stamp the materials with the word ‘Confidential’ or some similar warning.
2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in the strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall not contact [your company name] clients directly (all communication from Oleksandr Ivchenko is to go through [your company name], not the client whose accounts you may be working on). Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as reasonably required and require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party any Confidential Information. Receiving Party shall return to Disclosing Party any records, notes, and other written, printed, or tangible materials in its possession about Confidential Information immediately if Disclosing party requests it in writing. Receiving Party agrees not to disclose any information in portfolios as examples of work.
4. Periods. The non-disclosure provisions of this Agreement shall survive the termination of this Agreement, and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written noticed releasing Receiving Party from this Agreement, whichever occurs first.
5. Relationships. Nothing in this Agreement shall be deemed to constitute either Party a partner, joint venturer, or employee of the other Party for any purpose.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder shall be interpreted to effect the parties’ intent.
7. Integration. This Agreement expresses the complete understanding of the parties concerning the subject matter and supersedes all prior proposals, agreements, representations, and contracts. This Agreement may not be amended except in writing, signed by both parties.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
9. This Agreement and each Party’s obligations shall be binding on the representatives, assigns, and successors of such Party.