THIS MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into on [Insert Date], by and between [Name of Freelancer], hereinafter referred to as "Freelancer", and [Name of Business Owner], hereinafter referred to as "Disclosing Party".
The Freelancer and Disclosing Party acknowledge that each may receive confidential and proprietary information (the "Confidential Information") from the other concerning their respective businesses, products, and services. Both parties agree to use the Confidential Information solely for the purpose of their business relationship and not for any other purpose.
- Confidentiality. Both parties shall maintain the confidentiality of the Confidential Information and shall not disclose any Confidential Information to any third party without the prior written consent of the other party.
- Exclusions from Confidentiality Obligations. The obligations of both parties under this Agreement do not apply to information that either party can document (a) was rightfully known to it, without restriction, prior to receipt from the other party; (b) was or becomes public through no fault of either party; (c) was rightfully obtained by either party through any means other than from the other party or their representatives; or (d) was independently developed without use of any Confidential Information.
- Relationships. The parties are independent contractors and this Agreement shall not be construed to create any other relationship between the parties, such as a partnership, joint venture, or employment relationship.
- Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
- Integration. This Agreement expresses and constitutes the parties' complete understanding of the subject matter and supersedes all prior negotiations, understandings, and agreements between the parties relating to the Confidential Information.
- Waiver. The failure of either party to require performance by the other party of any provision of this Agreement shall not affect in any way the full right to require such performance at any time thereafter. A waiver of any breach of any provision of this Agreement shall not be taken or held to be a waiver of the provision itself.
- Notice of Claimed Infringement. If either party becomes aware of any actual or potential infringement of the other party's proprietary rights in the Confidential Information, they shall promptly notify the other party in writing.
- Notice of Misuse or Misappropriation. If either party becomes aware of any misuse or misappropriation of the Confidential Information by any third party, they shall promptly notify the other party in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Name of Freelancer]
[Name of Business Owner]
