NON-DISCLOSURE AND INTELLECTUAL PROPERTY AGREEMENT

This Non-Disclosure and Intellectual Property Agreement (the "Agreement") is entered into as of [Insert Date] (the "Effective Date"), by and between:

• [Client Company Name], a [entity type, e.g., corporation] organized under the laws of [jurisdiction], with its principal place of business at [Client Address] ("Client"); and
• [Consultant Name or Company Name], a [entity type, e.g., individual or corporation] organized under the laws of [jurisdiction], with its principal place of business at [Consultant Address] ("Consultant").

Client and Consultant may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client is engaging Consultant to provide software consulting services (the "Services") as described in a separate consulting agreement or statement of work (the "Consulting Agreement");

WHEREAS, in connection with the Services, Client may disclose to Consultant certain confidential and proprietary information;

WHEREAS, the Parties desire to protect such confidential information and to define the ownership of intellectual property developed thereunder;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by Client to Consultant, whether orally, in writing, electronically, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:
(a) software code, algorithms, architectures, designs, specifications, documentation, and prototypes;
(b) business plans, strategies, customer lists, pricing, financial data, and marketing materials;
(c) technical data, trade secrets, know-how, inventions, processes, and formulae; and
(d) any other information relating to Client's business, products, or services.

1.2 "Work Product" means all deliverables, inventions, discoveries, improvements, software, code, documentation, designs, or other materials created, developed, or conceived by Consultant solely in connection with the Services, whether alone or with Client's assistance.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Non-Disclosure and Non-Use. Consultant shall: (a) hold all Confidential Information in strict confidence and not disclose it to any third party without Client's prior written consent; and (b) use Confidential Information solely for the purpose of performing the Services and not for any other purpose, including Consultant's own benefit or the benefit of any third party.

2.2 Standard of Care. Consultant shall protect Confidential Information using at least the same degree of care as it uses to protect its own confidential information of similar nature, but in no event less than a reasonable degree of care.

2.3 Return or Destruction. Upon Client's request or upon termination of the Consulting Agreement, Consultant shall promptly return or destroy all Confidential Information and certify in writing to Client that it has done so.

3. PERMITTED DISCLOSURES

3.1 Consultant may disclose Confidential Information:
(a) to its employees, contractors, or agents who have a need to know for performing the Services and who are bound by confidentiality obligations at least as protective as those herein;
(b) as required by law, regulation, or court order, provided Consultant gives Client prompt written notice (to the extent legally permitted) to allow Client to seek a protective order; or
(c) with Client's prior written consent.

3.2 Disclosures under Section 3.1 shall not relieve Consultant of its other obligations hereunder.

4. INTELLECTUAL PROPERTY OWNERSHIP

4.1 Ownership of Work Product. Client shall exclusively own all right, title, and interest in and to the Work Product, including all intellectual property rights therein (e.g., copyrights, patents, trade secrets). Consultant hereby irrevocably assigns to Client all such rights and agrees to execute any documents necessary to perfect Client's ownership.

4.2 Pre-Existing Materials. Consultant retains ownership of any pre-existing materials, tools, or intellectual property owned by Consultant prior to the Effective Date ("Consultant IP") and incorporated into the Work Product. Consultant grants Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, modify, and sublicense such Consultant IP as part of the Work Product.

4.3 No Other Rights Granted. Except as expressly provided herein, no license or other rights are granted under this Agreement.

4.4 Further Assurances. Consultant shall assist Client, at Client's expense, in obtaining and enforcing intellectual property protections for the Work Product.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with the Consulting Agreement or by mutual written agreement.

5.2 Survival. Sections 2 (Confidentiality Obligations), 3 (Permitted Disclosures), 4 (Intellectual Property Ownership), 6 (Remedies), and 7–11 (Miscellaneous) shall survive termination.

5.3 Confidentiality Period. Consultant's obligations regarding Confidential Information shall continue for [Insert Period, e.g., five (5) years] from the date of disclosure, except for trade secrets, which shall continue indefinitely for as long as they remain trade secrets.

6. REMEDIES FOR BREACH

6.1 Irreparable Harm. The Parties acknowledge that any breach of this Agreement would cause irreparable harm to Client for which monetary damages alone would be inadequate. Accordingly, Client shall be entitled to seek injunctive relief, specific performance, or other equitable remedies, in addition to any other remedies available at law.

6.2 Damages. Consultant shall indemnify and hold Client harmless from all losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from any breach by Consultant.

6.3 Cumulative Remedies. All remedies hereunder are cumulative and not exclusive.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right and authority to enter into this Agreement and perform its obligations hereunder.

8. NO ASSIGNMENT

Consultant may not assign or delegate any rights or obligations hereunder without Client's prior written consent. Client may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of [Insert Jurisdiction, e.g., the State of California], without regard to conflict of laws principles. Any disputes shall be resolved exclusively in the state or federal courts located in [Insert Location, e.g., San Francisco County, California].

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements. It may be amended only in writing signed by both Parties.

11. MISCELLANEOUS

11.1 Severability. If any provision is held invalid, the remainder shall continue in full force.
11.2 Waiver. No waiver shall be effective unless in writing.
11.3 Notices. All notices shall be in writing and delivered via certified mail or email to the addresses above.
11.4 Counterparts. This Agreement may be executed in counterparts, including electronically, each of which shall be deemed an original.

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

CLIENT:
[Client Company Name]
By: _______________________________ Name: ________________________ Title: ____________________________ Date: ____________________________

CONSULTANT:
[Consultant Name or Company Name]
By: _______________________________ Name: ________________________ Title: ____________________________ Date: ____________________________

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Note: This is a sample draft NDA for illustrative purposes only and is not intended as legal advice. It should be reviewed and customized by qualified legal counsel to ensure compliance with applicable laws and to fit the specific circumstances of the engagement. Bracketed placeholders (e.g., [Insert Date]) must be completed.

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between:

Disclosing Party:
[Client Name], a [State of Incorporation] corporation, with its principal place of business at [Client Address] ("Client")

Receiving Party:
[Consultant Name/Consulting Firm Name], a [State of Incorporation] [entity type], with its principal place of business at [Consultant Address] ("Consultant")

Collectively referred to as the "Parties."

1. Purpose
Consultant has been engaged by Client to provide software consulting services related to [Brief Description of Project, e.g., "development of a proprietary inventory management system"] (the "Purpose"). In connection with this engagement, Client may disclose certain confidential and proprietary information to Consultant.

2. Definition of Confidential Information
"Confidential Information" means all non-public information, in any form, disclosed by Client to Consultant, whether before or after the date of this Agreement, that is designated as confidential or that, given the nature of the information or the circumstances of its disclosure, reasonably should be understood to be confidential. Confidential Information includes, but is not limited to:

• Software code, algorithms, architecture, designs, and documentation
• Business plans, financial data, and customer lists
• Technical data, trade secrets, know-how, and processes
• Any other proprietary information related to Client's business

Confidential Information does not include information that:

• Is or becomes publicly known through no breach of this Agreement by Consultant
• Was rightfully known to Consultant prior to disclosure by Client
• Is independently developed by Consultant without use of or reference to Confidential Information
• Is rightfully obtained by Consultant from a third party without restriction

3. Obligations of Receiving Party
Consultant agrees to:

• Hold all Confidential Information in strict confidence
• Use Confidential Information solely for the Purpose and not for any other purpose
• Restrict disclosure of Confidential Information to its employees, subcontractors, or agents who have a need to know for the Purpose and who are bound by written confidentiality obligations at least as protective as those in this Agreement
• Employ at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care
• Return or destroy all Confidential Information, including copies, upon Client's written request or upon termination of the consulting engagement, except as required by law or professional standards

4. Intellectual Property Ownership

• Pre-existing IP: Each Party retains all right, title, and interest in its pre-existing intellectual property.
• Client Deliverables: All intellectual property created, developed, or conceived by Consultant solely or jointly in the course of performing the consulting services for the Purpose, including but not limited to software code, documentation, inventions, and designs (the "Deliverables"), shall be deemed "work made for hire" and shall be the sole and exclusive property of Client. To the extent any Deliverables are not deemed work made for hire, Consultant hereby irrevocably assigns to Client all right, title, and interest worldwide in and to such Deliverables, including all intellectual property rights.
• Consultant Tools: Consultant retains ownership of any tools, frameworks, libraries, or pre-existing code not specifically developed for the Client that Consultant uses in performing the services ("Consultant Tools"). Consultant grants Client a non-exclusive, perpetual, royalty-free license to use such Consultant Tools solely as incorporated into the Deliverables.

5. Permitted Disclosures
Consultant may disclose Confidential Information to the extent required by law, court order, or governmental regulation, provided that Consultant gives Client prompt written notice (unless prohibited by law) and cooperates with Client in any effort to obtain a protective order or similar protection.

6. Term and Termination
This Agreement shall remain in effect for a period of [e.g., three (3) years] from the date of signing, or until terminated by either Party with written notice. The obligations of confidentiality and non-use with respect to Confidential Information shall survive termination of this Agreement for a period of [e.g., five (5) years], except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

7. Remedies for Breach
The Parties acknowledge that:

• Confidential Information is unique and valuable, and unauthorized disclosure or use may cause irreparable harm for which monetary damages may be inadequate.
• In the event of a breach or threatened breach, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies, in addition to any remedies available at law.
• The breaching Party shall be liable for all direct damages, costs, and expenses (including reasonable attorneys' fees) incurred by the non-breaching Party as a result of the breach.

8. Miscellaneous

• 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.
• Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions and agreements.
• Amendment: Any amendment must be in writing and signed by both Parties.
• Severability: If any provision is found unenforceable, the remainder of the Agreement shall remain in effect.
• No License: No license under any intellectual property rights is granted except as expressly stated herein.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CLIENT:
[Client Name]
By: ___________________________
Name: [Printed Name]
Title: [Title]
Date: ___________________________

CONSULTANT:
[Consultant Name/Consulting Firm Name]
By: ___________________________
Name: [Printed Name]
Title: [Title]
Date: ___________________________

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Important Notes:

1. This is a template and not legal advice. Both parties should have it reviewed by their respective attorneys before signing.
2. Bracketed information ([ ]) must be completed appropriately.
3. Specific jurisdictions and project details may require tailored clauses (e.g., state-specific trade secret laws, detailed project specifications in an attached SOW).
4. Consider including a clause on non-solicitation of employees if relevant.
5. For complex engagements, a separate consulting or services agreement with comprehensive terms is advisable.