NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

For Freelance Software Development Services — Proprietary AI Project

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EFFECTIVE DATE: ____________________

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PARTIES

This Non-Disclosure and Confidentiality Agreement (hereinafter "Agreement") is entered into as of the Effective Date written above, by and between:

DISCLOSING PARTY / COMPANY:

Name: ________________________________________ Entity Type: _____________________________________ Principal Address: _______________________________ State of Incorporation/Organization: _____________ Authorized Representative: ______________________ (hereinafter "Company")

AND

RECEIVING PARTY / DEVELOPER:

Full Legal Name: _________________________________ Business Name (if applicable): ___________________ Address: ________________________________________ Tax Identification / SSN (last 4): ________________ (hereinafter "Developer")

Company and Developer are each referred to herein individually as a "Party" and collectively as the "Parties."

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RECITALS

WHEREAS, Company is engaged in the development of proprietary artificial intelligence technologies, software systems, algorithms, datasets, models, and related products and services (the "AI Project");

WHEREAS, Company desires to engage Developer to provide certain software development services in connection with the AI Project;

WHEREAS, in the course of such engagement, Developer will necessarily receive, generate, access, or otherwise come into contact with highly sensitive, proprietary, and confidential information belonging to or controlled by Company;

WHEREAS, Company requires assurance that all such Confidential Information will be protected from unauthorized disclosure, use, or exploitation, and that all work product created by Developer in connection with the AI Project shall be owned exclusively by Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the opportunity for Developer to participate in the AI Project, any compensation paid or to be paid to Developer, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLE 1 — DEFINITIONS

1.1 "Confidential Information" means any and all non-public information, data, materials, knowledge, or know-how disclosed by Company to Developer, or to which Developer obtains access, in connection with the AI Project or the engagement generally, whether disclosed orally, in writing, electronically, visually, or by any other means, and whether or not marked or designated as "confidential," including but not limited to:

(a) Source code, object code, software architecture, design patterns, APIs, algorithms, pseudocode, flowcharts, and technical documentation;

(b) Artificial intelligence models, training methodologies, neural network architectures, model weights, hyperparameters, fine-tuning strategies, prompt engineering techniques, and evaluation frameworks;

(c) Training data, validation data, test data, datasets, data pipelines, data labeling schemes, data collection methods, and any associated annotations or metadata;

(d) Research notes, experimental results, benchmark results, ablation studies, and scientific findings;

(e) Product roadmaps, feature specifications, technical requirements, engineering plans, and system designs;

(f) Business strategies, marketing plans, competitive analyses, financial projections, pricing information, and customer or user data;

(g) Information regarding Company's existing or prospective clients, customers, partners, investors, and vendors;

(h) Personnel information, organizational structures, compensation details, and employment arrangements;

(i) Third-party information that Company is obligated to keep confidential; and

(j) The existence, nature, scope, and terms of the engagement between the Parties and this Agreement itself.

1.2 "Work Product" means any and all works of authorship, inventions, discoveries, developments, improvements, modifications, ideas, concepts, designs, processes, formulas, algorithms, software, code, documentation, data, databases, models, methodologies, techniques, and other materials or results, whether patentable, copyrightable, or otherwise protectable by law, that are conceived, created, developed, reduced to practice, or contributed to by Developer, solely or jointly with others, in connection with the AI Project or using Company's Confidential Information, equipment, facilities, or resources.

1.3 "AI Project" means the specific artificial intelligence initiative described in any applicable Statement of Work, project brief, or as otherwise communicated by Company to Developer, and any extensions, modifications, or related projects undertaken during the term of this Agreement.

1.4 "Engagement" means the freelance software development services relationship between Company and Developer, whether governed by this Agreement alone or together with any separate services agreement, statement of work, or purchase order.

1.5 "Term" has the meaning ascribed to it in Article 7 of this Agreement.

1.6 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

1.7 "Competing AI Product" means any product, service, system, platform, or technology that performs functions substantially similar to or competitive with those of the AI Project.

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ARTICLE 2 — CONFIDENTIALITY OBLIGATIONS

2.1 Developer's Core Obligations

Developer hereby agrees, undertakes, and covenants that Developer shall:

(a) Hold all Confidential Information in strict confidence and maintain at least the same degree of care to protect the Confidential Information as Developer uses to protect Developer's own most sensitive proprietary information, but in no event less than reasonable care;

(b) Not use, exploit, apply, implement, or otherwise employ any Confidential Information for any purpose whatsoever other than the performance of services for Company in connection with the AI Project;

(c) Not disclose, reveal, publish, communicate, transmit, or otherwise make available any Confidential Information to any third party without the prior written consent of Company;

(d) Not copy, reproduce, or store Confidential Information except as strictly necessary for the performance of Developer's obligations in connection with the AI Project;

(e) Not reverse engineer, decompile, disassemble, or attempt to derive the composition or underlying information from any Confidential Information unless expressly authorized in writing by Company; and

(f) Not use Confidential Information to train, fine-tune, develop, or improve any artificial intelligence model, system, or product other than the AI Project.

2.2 Permitted Disclosures to Subcontractors or Personnel

Developer shall not engage subcontractors, consultants, employees, or agents ("Development Personnel") in connection with the AI Project without the prior written consent of Company. If Company grants such consent, Developer shall:

(a) Disclose Confidential Information to Development Personnel only on a strict need-to-know basis;

(b) Ensure that all Development Personnel are bound by written confidentiality obligations no less protective than those contained in this Agreement prior to any disclosure;

(c) Provide Company with copies of such executed agreements upon request; and

(d) Remain fully liable for any breach of confidentiality obligations by any Development Personnel as if such breach were committed by Developer personally.

2.3 Security Measures

Developer shall implement and maintain reasonable technical, physical, and administrative safeguards to protect Confidential Information, including but not limited to:

(a) Storing all digital Confidential Information on encrypted devices or encrypted storage media using industry-standard encryption (AES-256 or equivalent);

(b) Using strong, unique passwords and multi-factor authentication for any accounts or systems used to access or store Confidential Information;

(c) Maintaining secure and up-to-date software and operating systems on all devices used in connection with the AI Project;

(d) Not accessing Confidential Information over unsecured or public wireless networks without the use of a VPN approved or provided by Company; and

(e) Promptly notifying Company of any known or suspected unauthorized access to, disclosure of, or breach involving Confidential Information.

2.4 Legally Compelled Disclosure

In the event Developer is required by applicable law, regulation, court order, subpoena, or other valid legal process to disclose any Confidential Information, Developer shall:

(a) Provide Company with prompt written notice of such requirement as soon as possible and, in any event, no less than five (5) business days before any required disclosure (to the extent legally permissible);

(b) Cooperate with Company in seeking a protective order, confidential treatment, or other appropriate relief to limit such disclosure;

(c) Disclose only that portion of the Confidential Information that is legally required to be disclosed; and

(d) Use reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment by the recipient.

2.5 No License

Nothing in this Agreement shall be construed to grant Developer any license, right, title, or interest in or to any Confidential Information or any intellectual property rights therein, except as strictly necessary to perform the services contemplated by the Engagement.

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ARTICLE 3 — EXCEPTIONS TO CONFIDENTIALITY

3.1 Information Not Subject to Obligations

The obligations set forth in Article 2 shall not apply to any information that Developer can demonstrate by clear and convincing written evidence:

(a) Was in the public domain at the time of disclosure to Developer or thereafter becomes part of the public domain through no act or omission of Developer or any Development Personnel;

(b) Was rightfully in Developer's possession, free of any confidentiality obligation, at the time of disclosure, as evidenced by contemporaneous written records;

(c) Was independently developed by Developer without use of or reference to any Confidential Information, as evidenced by contemporaneous written records; or

(d) Was received by Developer from a third party who had the lawful right to disclose such information without restriction.

3.2 Burden of Proof

The burden of establishing any exception under Section 3.1 shall rest exclusively with Developer. The combination of non-confidential elements shall not automatically render that combination non-confidential, particularly where the combination itself constitutes Confidential Information.

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ARTICLE 4 — INTELLECTUAL PROPERTY ASSIGNMENT

4.1 Assignment of Work Product

Developer hereby irrevocably assigns, transfers, conveys, and delivers to Company, exclusively and throughout the universe, all right, title, and interest in and to all Work Product, including without limitation all:

(a) Copyrights and copyright registrations;

(b) Patent rights, including all patents, patent applications, continuations, continuations-in-part, divisionals, reissues, reexaminations, and extensions;

(c) Trade secret rights;

(d) Trademark and trade dress rights;

(e) Database rights;

(f) Rights in algorithms, methods, processes, and techniques;

(g) Rights in AI models, weights, architectures, and training outputs; and

(h) All other intellectual property rights and proprietary rights, whether registered or unregistered, now known or hereafter created, recognized in any jurisdiction worldwide.

This assignment is made for the full duration of all such rights, including any renewals, extensions, and revivals thereof.

4.2 Work Made for Hire

To the maximum extent permitted by applicable copyright law and as an alternative to the assignment in Section 4.1, all Work Product created by Developer in connection with the AI Project shall be deemed a "work made for hire" as defined under the United States Copyright Act, 17 U.S.C. § 101, with Company as the author and owner of such work. To the extent any Work Product does not qualify as a work made for hire under applicable law, such Work Product is hereby assigned to Company pursuant to Section 4.1.

4.3 Pre-Existing IP

(a) Developer shall disclose to Company in writing, prior to the commencement of the Engagement (or, if discovered after commencement, promptly upon discovery), any and all pre-existing intellectual property, tools, frameworks, libraries, code, methodologies, or other materials owned or licensed by Developer that Developer anticipates incorporating into the Work Product ("Pre-Existing IP"), as set forth in Exhibit A attached hereto.

(b) Developer shall not incorporate any Pre-Existing IP into the Work Product without Company's prior written approval.

(c) If Company approves the incorporation of any Pre-Existing IP into the Work Product, Developer hereby grants Company a perpetual, irrevocable, royalty-free, worldwide, sublicensable, transferable license to use, reproduce, modify, distribute, display, perform, and create derivative works of such Pre-Existing IP to the extent necessary for Company to fully exploit the Work Product.

(d) Developer shall not incorporate into the Work Product any open-source software, third-party code, or materials subject to third-party intellectual property rights without Company's prior written approval and without disclosing all applicable license terms.

4.4 Moral Rights

To the fullest extent permitted by applicable law, Developer hereby waives and agrees not to assert any moral rights, rights of attribution, rights of integrity, or similar rights in or relating to the Work Product in any jurisdiction worldwide.

4.5 Cooperation and Further Assurances

Developer shall, during and after the Term of this Agreement:

(a) Execute, acknowledge, and deliver all such additional assignments, documents, instruments, applications, and other writings as Company may reasonably request to evidence, perfect, record, maintain, protect, or enforce Company's rights in the Work Product in any jurisdiction worldwide;

(b) Cooperate fully with Company in connection with any patent prosecution, copyright registration, or other intellectual property application or proceeding; and

(c) Provide Company with all relevant information, assistance, and testimony as may be reasonably requested in connection with any such proceedings.

If Developer fails or is unable to execute any such document, Developer hereby irrevocably appoints Company as Developer's attorney-in-fact with full power and authority to execute any such document on Developer's behalf, which appointment is coupled with an interest and shall be irrevocable.

4.6 Developer's Representations Regarding IP

Developer represents and warrants that:

(a) Developer has the full right, power, and authority to enter into this Agreement and make the assignments contained herein;

(b) The Work Product, to the best of Developer's knowledge, will not infringe upon or misappropriate any copyright, patent, trade secret, trademark, or other intellectual property or proprietary right of any third party;

(c) Developer has not previously assigned, transferred, licensed, or otherwise encumbered any rights that would conflict with the assignments made herein;

(d) Developer is not subject to any non-compete, non-disclosure, or proprietary rights agreement with any current or former employer or client that would restrict Developer's ability to perform the services or make the assignments contemplated herein; and

(e) Any Pre-Existing IP incorporated into the Work Product with Company's approval is either owned by Developer or properly licensed, and such incorporation will not violate any third-party rights.

4.7 Return of Materials

Upon termination or expiration of this Agreement, or upon Company's earlier request, Developer shall:

(a) Promptly return or deliver to Company all tangible materials, documents, and media containing or embodying Confidential Information or Work Product;

(b) Permanently delete and destroy all digital copies of Confidential Information and Work Product from all devices, systems, and storage media in Developer's possession or control; and

(c) Certify in writing to Company within five (5) business days of such termination, expiration, or request that all such materials have been returned, deleted, or destroyed in accordance with this Section.

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ARTICLE 5 — NON-SOLICITATION AND RESTRICTIVE COVENANTS

5.1 Non-Solicitation of Employees and Contractors

During the Term of this Agreement and for a period of twenty-four (24) months following the expiration or termination of this Agreement for any reason ("Restricted Period"), Developer shall not, directly or indirectly:

(a) Solicit, recruit, hire, engage, or attempt to solicit, recruit, hire, or engage any person who is, or within the preceding twelve (12) months was, an employee, officer, director, contractor, consultant, or agent of Company or any of its Affiliates;

(b) Induce or encourage any such person to terminate or reduce their relationship with Company; or

(c) Assist any third party in doing any of the foregoing.

5.2 Non-Solicitation of Clients and Business Partners

During the Restricted Period, Developer shall not, directly or indirectly:

(a) Solicit, approach, or contact any client, customer, strategic partner, or prospective client of Company of whose identity Developer became aware through the Engagement, for the purpose of offering, selling, or providing services or products that compete with or are substantially similar to the AI Project or any Company product or service;

(b) Induce or encourage any such party to reduce, terminate, or alter their business relationship with Company; or

(c) Assist any third party in doing any of the foregoing.

5.3 Non-Competition (Optional / Jurisdiction-Dependent)

*[Note to Parties: Non-compete clauses are subject to significant variation in enforceability by jurisdiction. Company should consult legal counsel regarding enforceability in the applicable jurisdiction before including and enforcing this provision. This clause may be omitted or modified accordingly.]

During the Term of this Agreement and for a period of twelve (12) months following the expiration or termination of this Agreement, Developer shall not, directly or indirectly, without Company's prior written consent:

(a) Develop, design, engineer, or contribute to any Competing AI Product for any person, entity, or organization;

(b) Accept employment or a consulting engagement with a direct competitor of Company whose primary business involves the development of a Competing AI Product; or

(c) Establish or acquire any ownership interest in any entity developing a Competing AI Product.

The geographic scope of this restriction shall be worldwide, given the global nature of software development and artificial intelligence markets.

5.4 Non-Disparagement

During the Term and at all times thereafter, Developer shall not make any statement — whether oral, written, or electronic, publicly or privately — that disparages, defames, or injures the reputation of Company, its Affiliates, or any of their respective officers, directors, employees, products, or services.

5.5 Acknowledgment of Reasonableness

Developer acknowledges and agrees that:

(a) The restrictions contained in this Article 5 are reasonable and necessary in scope, duration, and geographic reach to protect Company's legitimate business interests, including its Confidential Information, customer relationships, and competitive position in the AI industry;

(b) Developer has had an opportunity to consult with legal counsel regarding these restrictions;

(c) Developer's participation in the AI Project will provide Developer with access to highly sensitive and competitively valuable Confidential Information that would cause substantial harm to Company if used for competing purposes; and

(d) The compensation and opportunities provided through the Engagement constitute adequate consideration for these restrictions.

5.6 Reformation

If any restriction in this Article 5 is found by a court of competent jurisdiction to be unenforceable as written due to its scope, duration, or geographic reach, the Parties expressly authorize and request such court to modify and enforce such restriction to the maximum extent permissible under applicable law, rather than void the restriction in its entirety.

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ARTICLE 6 — REMEDIES FOR BREACH

6.1 Acknowledgment of Irreparable Harm

Developer expressly acknowledges and agrees that:

(a) The Confidential Information and intellectual property relating to the AI Project are of extraordinary value and of a special, unique, and extraordinary character, the loss of which cannot be adequately compensated in monetary damages;

(b) Any breach or threatened breach of this Agreement by Developer would cause Company immediate, substantial, and irreparable harm and injury for which Company would have no adequate remedy at law; and

(c) Company shall be entitled to seek equitable relief — including temporary restraining orders, preliminary injunctions, and permanent injunctions — without the requirement to post any bond or other security and without the necessity of proving actual damages.

6.2 Injunctive Relief

In the event of any breach or threatened breach of any provision of this Agreement, Company shall be entitled to seek, without limitation of any other remedy available at law or in equity:

(a) Emergency, preliminary, and permanent injunctive relief restraining Developer from such breach or threatened breach;

(b) An order requiring Developer to specifically perform Developer's obligations under this Agreement; and

(c) Any other equitable remedy deemed appropriate by a court of competent jurisdiction.

Developer waives any defense that an adequate remedy at law exists for any such breach.

6.3 Monetary Damages

In addition to or in lieu of equitable relief, and without limiting any other remedy available to Company:

(a) Actual Damages. Company shall be entitled to recover all actual, compensatory, and consequential damages resulting from Developer's breach, including but not limited to lost profits, lost business opportunities, diminution in value of the AI Project or related intellectual property, costs of remediation, and harm to competitive position.

(b) Disgorgement. Developer shall be required to disgorge and return to Company all compensation, profits, or other financial benefits received by Developer that are attributable to or arose out of the breach.

(c) Liquidated Damages. In the event of a breach of Developer's confidentiality obligations under Article 2, and without limiting Company's right to seek actual damages, the Parties acknowledge that actual damages may be difficult to ascertain and agree that the following amounts represent a reasonable pre-estimate of probable harm and not a penalty:

• Unauthorized disclosure of Confidential Information to one (1) to five (5) persons or entities: $__________ per incident
• Unauthorized use of Confidential Information for commercial gain: $__________ per incident
• Use of Confidential Information to develop a Competing AI Product: $__________

(d) Attorneys' Fees and Costs. In the event Company prevails in any legal action or proceeding arising out of Developer's breach of this Agreement, Developer shall pay Company's reasonable attorneys' fees, court costs, and all other litigation expenses.

6.4 Effect of Breach on Compensation

In the event of a material breach of this Agreement by Developer:

(a) Company shall have the right to immediately suspend any payments otherwise due to Developer pending resolution of the breach;

(b) Company shall have the right to demand return of any compensation paid to Developer during the period of, and attributable to, the breach; and

(c) Company's obligation to pay any compensation not yet due and owing shall be subject to setoff against any damages owed by Developer to Company.

6.5 Termination Rights

Upon a material breach of this Agreement by Developer, Company may:

(a) Immediately terminate the Engagement upon written notice to Developer;

(b) Terminate any other agreement between the Parties; and

(c) Pursue all remedies set forth in this Article 6 concurrently and cumulatively.

6.6 Cumulative Remedies

The remedies provided in this Article 6 are cumulative, not exclusive, and are in addition to any other rights or remedies available to Company at law, in equity, or under any other agreement. Company's exercise of any one remedy shall not be deemed a waiver of any other remedy.

6.7 Developer's Duty to Mitigate

In the event of a breach, Developer shall take all reasonable steps to mitigate any ongoing harm to Company, including promptly retrieving or destroying any improperly disclosed Confidential Information and notifying Company of all relevant circumstances.

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ARTICLE 7 — TERM AND SURVIVAL

7.1 Term of Agreement

This Agreement shall commence on the Effective Date and shall continue in full force and effect until the later of:

(a) The date on which the Engagement between the Parties is formally terminated or completed; or

(b) Such other date as the Parties may agree upon in writing.

7.2 Survival of Obligations

Notwithstanding the expiration or termination of this Agreement, the following provisions shall survive indefinitely or for the periods specified:

(a) Article 2 (Confidentiality Obligations) — perpetually with respect to trade secrets; and for a period of five (5) years following the termination or expiration of the Agreement with respect to all other Confidential Information;

(b) Article 3 (Exceptions to Confidentiality) — perpetually;

(c) Article 4 (Intellectual Property Assignment) — perpetually;

(d) Article 5 (Non-Solicitation) — for the full Restricted Period specified therein;

(e) Article 6 (Remedies for Breach) — perpetually with respect to pre-termination breaches; and

(f) Article 8 (General Provisions) — perpetually.

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ARTICLE 8 — GENERAL PROVISIONS

8.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of _______________ (e.g., Delaware, California, New York), without regard to its conflict of laws principles. The Parties hereby irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in ___________________, ___________________, for the resolution of any dispute arising out of or relating to this Agreement.

8.2 Dispute Resolution

(a) Negotiation. In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve such dispute through good-faith negotiation between authorized representatives of each Party for a period of thirty (30) days following written notice of the dispute.

(b) Mediation. If negotiation fails, the Parties shall submit the dispute to non-binding mediation administered by a mutually agreed mediator before resorting to arbitration or litigation, unless Company seeks emergency injunctive relief as provided in Article 6.

(c) Litigation / Arbitration. [Select one:]

Option A — Litigation: If mediation fails to resolve the dispute within sixty (60) days of commencement, either Party may pursue resolution through litigation in the courts specified in Section 8.1.

Option B — Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration administered by [JAMS / AAA / other] pursuant to its then-current Commercial Arbitration Rules, before a single arbitrator. Judgment on the arbitral award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction without waiving the right to arbitrate.

8.3 Relationship of the Parties

Developer is and shall at all times remain an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, or fiduciary relationship between the Parties. Developer has no authority to bind Company contractually or otherwise.

8.4 No Obligation to Disclose

Nothing in this Agreement obligates Company to disclose any particular Confidential Information to Developer, or to proceed with or complete the AI Project or any Engagement.

8.5 Amendment

This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties.

8.6 Waiver

No waiver by either Party of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent breach or default, and shall not affect the other terms of this Agreement. No waiver shall be effective unless made in writing and signed by the waiving Party.

8.7 Severability

If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, it shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

8.8 Entire Agreement

This Agreement, together with any Statements of Work, Exhibits, and other attachments incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements, whether written or oral, relating to such subject matter.

8.9 Counterparts and Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including DocuSign, PDF signature, or other electronic signature platforms) shall be deemed valid and binding to the same extent as original signatures.

8.10 Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given when:

(a) Delivered personally; (b) Sent by nationally recognized overnight courier (e.g., FedEx, UPS); (c) Sent by certified or registered mail, return receipt requested; or (d) Sent by email with confirmation of receipt by the recipient,

to the addresses set forth on the signature page of this Agreement or such other address as a Party may designate in writing.

8.11 Assignment

Developer may not assign, delegate, transfer, or otherwise convey any of Developer's rights or obligations under this Agreement without the prior written consent of Company. Company may freely assign this Agreement in connection with a merger, acquisition, sale of substantially all assets, or corporate reorganization.

8.12 Headings

Section and article headings are for convenience only and shall have no legal effect in the interpretation of this Agreement.

8.13 Construction

This Agreement shall be construed without regard to any presumption or principle requiring construction against the drafting Party.

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ARTICLE 9 — DEVELOPER'S GENERAL REPRESENTATIONS AND WARRANTIES

Developer represents, warrants, and covenants to Company that:

(a) Developer has full legal capacity and authority to enter into and perform this Agreement;

(b) This Agreement constitutes a valid, binding, and enforceable obligation of Developer;

(c) Developer is not a party to and is not bound by any agreement, order, or judgment that would conflict with or restrict Developer's ability to perform Developer's obligations under this Agreement or to make the intellectual property assignments contained herein;

(d) Developer will promptly notify Company in writing if Developer becomes aware of any circumstances that would or could result in a conflict with Developer's obligations under this Agreement; and

(e) Developer will perform all services in a professional, competent, and lawful manner, in compliance with all applicable laws and regulations.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure and Confidentiality Agreement as of the Effective Date first written above.

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COMPANY	DEVELOPER
Signature: _______________________	Signature: _______________________
Printed Name: _____________________	Printed Name: _____________________
Title: ___________________________	Date: ___________________________
Date: _______________

IMPORTANT DISCLAIMER: I am an artificial intelligence, not an attorney. This document is a draft template provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Laws regarding non-disclosure, intellectual property assignment, and non-solicitation vary significantly by jurisdiction (e.g., California restricts non-solicitation clauses). You should consult with a qualified legal professional to review, customize, and finalize this agreement to ensure it is enforceable in your specific location and meets your business needs.

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CONSULTANT NON-DISCLOSURE AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Consultant Non-Disclosure and Intellectual Property Assignment Agreement (the "Agreement") is entered into on this ____ day of ____, 20 (the "Effective Date"), by and between:

[Company Name], a corporation organized and existing under the laws of [State/Country], with its principal place of business at [Company Address] (hereinafter referred to as the "Company");

AND

[Developer Name], an individual/freelancer with an address at [Developer Address] (hereinafter referred to as the "Contractor").

(The Company and the Contractor may be referred to individually as a "Party" and collectively as the "Parties".)

1. PURPOSE

The Company wishes to engage the Contractor to perform certain software development services related to a proprietary Artificial Intelligence project (the "Project"). In connection with the Project, the Company may disclose certain confidential and proprietary information to the Contractor. The Parties agree to the following terms regarding confidentiality and intellectual property ownership.

2. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall mean all non-public information, disclosed by the Company to the Contractor, whether orally, in writing, electronically, or otherwise, that relates to the Project or the Company's business.

Specific AI Inclusions: Confidential Information explicitly includes, but is not limited to:

• AI Models: Model architectures, weights, biases, parameters, and checkpoints.
• Data: Training datasets, validation data, testing data, data pipelines, and labeling schemas.
• Logic: Algorithms, source code, object code, APIs, prompts, prompt engineering strategies, and system configurations.
• Business: Roadmaps, user lists, financial information, and security protocols.

Confidential Information does not include information that: (a) Is or becomes publicly known through no breach of this Agreement by the Contractor; (b) Was rightfully in the Contractor's possession prior to disclosure by the Company; (c) Is independently developed by the Contractor without use of or reference to the Confidential Information; or (d) Is required to be disclosed by law or court order (provided the Company is given prior notice).

3. OBLIGATIONS OF THE CONTRACTOR

The Contractor agrees to: (a) Hold all Confidential Information in strict confidence and take all reasonable security precautions to protect it (including at least the same degree of care used to protect their own confidential information); (b) Not disclose, publish, or disseminate Confidential Information to any third party without the prior written consent of the Company; (c) Use Confidential Information solely for the purpose of performing services for the Project; (d) Restrict access to Confidential Information to the Contractor only, unless specific written approval is granted by the Company; (e) Immediately notify the Company upon discovery of any unauthorized use or disclosure of Confidential Information.

4. INTELLECTUAL PROPERTY ASSIGNMENT (WORK FOR HIRE)

(a) Work Made for Hire: The Contractor acknowledges that all work product, including but not limited to code, documentation, AI models, algorithms, designs, and discoveries created, conceived, or developed by the Contractor in connection with the Project (collectively, the "Work Product"), shall be considered a "work made for hire" to the fullest extent permitted by law. (b) Assignment: If for any reason the Work Product is not deemed a "work made for hire," the Contractor hereby irrevocably assigns to the Company all right, title, and interest worldwide in and to the Work Product, including all intellectual property rights (patents, copyrights, trade secrets, trademarks, and moral rights). (c) Pre-Existing IP: The Contractor retains ownership of any pre-existing code, libraries, or tools ("Background IP") incorporated into the Work Product. However, the Contractor grants the Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute such Background IP as necessary to utilize the Work Product. (d) Assistance: The Contractor agrees to execute any documents and take any actions reasonably requested by the Company to perfect, register, or enforce the Company's rights in the Work Product.

5. NON-SOLICITATION

During the term of this Agreement and for a period of twelve (12) months following the termination of the Contractor's engagement: (a) Employees: The Contractor shall not, directly or indirectly, solicit, induce, recruit, or encourage any employee or contractor of the Company to terminate their relationship with the Company for the purpose of competing with the Company. (b) Clients: The Contractor shall not solicit any client or customer of the Company with whom the Contractor had material contact during the engagement for the purpose of diverting business away from the Company. Note: This clause shall not prohibit general advertising or employment inquiries initiated by the individual.

6. TERM AND TERMINATION

(a) Term: The obligations of confidentiality under this Agreement shall remain in effect for a period of [Number, e.g., 5] years from the Effective Date. However, any Confidential Information constituting a "Trade Secret" under applicable law shall remain confidential indefinitely. (b) Termination of Services: The Company may terminate the Contractor's engagement at any time with or without cause. (c) Return of Materials: Upon termination of the engagement or request by the Company, the Contractor shall immediately return or certify the destruction of all copies of Confidential Information and Work Product in their possession.

7. REMEDIES FOR BREACH

The Contractor acknowledges that money damages may not be a sufficient remedy for any breach of this Agreement and that confidential information and intellectual property related to AI technology are unique and of special value to the Company. Therefore, in addition to all other remedies available at law: (a) Injunctive Relief: The Company shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any actual or threatened breach. (b) Attorneys' Fees: In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and court costs. (c) Liability: The Contractor shall be liable for all direct and consequential damages arising from unauthorized disclosure or misuse of Confidential Information.

8. INDEPENDENT CONTRACTOR STATUS

The Contractor is an independent contractor, not an employee of the Company. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship. The Contractor is responsible for all taxes, withholdings, and benefits applicable to their compensation.

9. GENERAL PROVISIONS

(a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles. (b) Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. (c) Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. (d) Amendment: Any amendments to this Agreement must be in writing and signed by both Parties. (e) No Waiver: Failure of the Company to enforce any right under this Agreement shall not constitute a waiver of that right.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

COMPANY: [Company Name]

Signature: _________________________________

Name: ____________________________________

Title: _____________________________________

Date: _____________________________________

CONTRACTOR: [Developer Name]

Signature: _________________________________

Name: ____________________________________

Date: _____________________________________