Non-Disclosure Agreement
This non-disclosure
agreement (“Agreement”), dated as of the submission time in the electronic form
below is made between the user of the daceben.com site who is the provider of
the professional services (“Freelancer”) and the user of such professional
services (“Employer”). For the purposes of enabling the Freelancer to provide
the professional services to the Employer, the Employer has agreed to provide
the Freelancer with written and oral information (“Confidential Information”)
concerning the project which the Freelancer is to complete (“Project”) subject
to the terms of this Agreement.
The parties agree
as follows:
1. The Confidential
Information shall be kept in strict confidence by the Freelancer and shall not
be used, without the Employer’s prior written consent, for any purpose other
than in connection with the completion of the Project. The Confidential
Information shall not be disclosed to any persons other than those
Representatives (as defined below) who have a need to know. “Representatives”
shall mean the affiliates, directors, officers, employees, professional
advisers and agents of the Freelancer. The Freelancer shall inform its
Representatives of the confidential nature of the Confidential Information and shall
direct its Representatives to hold the Confidential Information in strict
confidence.
2. The restrictions
in paragraph 1 shall not apply to any information which: (a) is or becomes
generally available to the public through no violation of this Agreement; (b)
was available to the Freelancer on a non-confidential basis prior to its
disclosure to the Freelancer by the Employer; (c) becomes available to the
Freelancer on a non-confidential basis from a source other than the Employer
provided that such source is not bound by an Agreement with the Employer; or
(iv) is required to be disclosed to any court, regulatory authority, other
governmental authority or pursuant to any requirement of law.
3. At the request
of the Employer, the Freelancer shall return all Confidential Information
received from the Employer and shall not retain any copies of, or other
reproductions or extracts of, the Confidential Information, except as it may
retain in accordance with prudent business practices (any retained material shall
remain subject to the provisions of this Agreement without any time limit).
4. The Freelancer
acknowledges and agrees that the Employer is not making any representation or
warranty, express or implied, as to the accuracy, correctness or completeness of
the Confidential Information. The Freelancer agrees that neither the Employer
nor any of its affiliates, directors, officers, employees, professional advisers or agents shall have liability to the Freelancer resulting from the use of the Confidential Information by the Freelancer or the Representatives.
5. Notwithstanding
any other remedies which may be available to the Employer, the Freelancer
indemnifies and must keep the Employer indemnified against any loss or expense
suffered or incurred by the Employer directly or indirectly in connection with
or arising out of or as a result of the breach by the Freelancer or its
Representatives of any of the terms of this Agreement.
6. This Agreement
is governed by and shall be construed in accordance with the laws of the
Kolkata,
India (Give here
states and country name where your business setup) and the parties irrevocably
submit to the non-exclusive jurisdiction of the courts of the Kolkata, India.
The duration of this Agreement is 12 (twelve) months from the date of this
Agreement.
7. This Agreement
shall not be amended or modified, and none of the provisions shall be waived,
except in writing signed on behalf of the parties or, in the case of a waiver,
on behalf of the party making the waiver.
This Agreement
relates to the confidentiality agreed upon for the project:
“Project Name”
listed Project Listed Time
Agreed to by the
Freelancer
Party
A, Sign Time.
Agreed to by the
Employer
Party
B, Sign Time.
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