NON-DISCLOSURE AGREEMENT

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

• [Startup Name], a [e.g., Delaware corporation] with its principal place of business at [Insert Address] (the "Company"), and
• [Freelancer Name], an individual with address at [Insert Address] (the "Contractor").

RECITALS

WHEREAS, the Company is engaged in the development and operation of software products and services;

WHEREAS, the Contractor has been engaged or may be engaged by the Company as a freelance software developer to provide services (the "Services");

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

WHEREAS, the parties desire to protect such information from unauthorized use or disclosure;

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

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public information, in any form or medium (whether oral, written, electronic, or otherwise), disclosed by or on behalf of the Company to the Contractor, including but not limited to:
(a) technical data, trade secrets, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information;
(b) source code, object code, algorithms, architectures, or other software-related materials;
(c) any information that is marked or identified as confidential at the time of disclosure or that the Contractor should reasonably understand to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information does not include information that: (i) is or becomes publicly known through no fault of the Contractor; (ii) is rightfully received from a third party without breach of any confidentiality obligation; (iii) is independently developed by the Contractor without use of or reference to the Company's Confidential Information; or (iv) is approved for release by written authorization of the Company.

2. OBLIGATIONS OF CONFIDENTIALITY AND NON-USE

The Contractor agrees:
(a) to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Contractor employs with respect to its own confidential materials of similar nature);
(b) not to disclose any such Confidential Information to any third party;
(c) not to use or exploit the Confidential Information for any purpose except to perform the Services for the Company; and
(d) to limit access to the Confidential Information solely to the Contractor's employees, contractors, or agents (collectively, "Representatives") who have a need to know for the purpose of performing the Services and who are bound by written confidentiality obligations at least as protective as those in this Agreement.

3. INTELLECTUAL PROPERTY OWNERSHIP

(a) Ownership. The Company shall exclusively own all right, title, and interest in and to any and all work product, deliverables, inventions, improvements, developments, software code (including source and object code), designs, concepts, processes, or other intellectual property (collectively, "Work Product") created, conceived, or reduced to practice by the Contractor, alone or jointly with others, in connection with the Services or using the Confidential Information (collectively, "Company IP").

(b) Assignment. To the fullest extent permitted by applicable law, the Contractor hereby irrevocably assigns, transfers, and conveys to the Company all worldwide right, title, and interest in and to the Company IP, including all copyrights, patents, trade secrets, moral rights, and other intellectual property rights therein. The Contractor agrees to execute any documents reasonably requested by the Company to perfect such assignment and to provide reasonable assistance in obtaining and enforcing such rights at the Company's expense.

(c) Work-for-Hire. The parties agree that the Company IP is a "work made for hire" under U.S. Copyright Act § 101 et seq. to the extent applicable.

(d) Pre-Existing IP. If the Contractor incorporates any pre-existing intellectual property owned by the Contractor ("Contractor IP") into the Work Product, the Contractor grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, and exploit such Contractor IP as part of the Company IP.

4. TERM AND DURATION OF CONFIDENTIALITY

(a) Term. This Agreement shall commence on the Effective Date and continue until terminated by either party upon thirty (30) days' written notice to the other party.

(b) Survival of Obligations. The Contractor's obligations under Sections 2, 3, 5, 6, 7, and 8 shall survive termination of this Agreement and shall continue for a period of three (3) years from the date of last disclosure of Confidential Information, except with respect to trade secrets, which shall remain confidential for so long as such information qualifies as a trade secret under applicable law.

5. PERMITTED DISCLOSURES

Notwithstanding Section 2, the Contractor may disclose Confidential Information:
(a) to Representatives as required for the performance of the Services, provided such Representatives are bound by confidentiality obligations no less restrictive than those herein;
(b) to the extent required by law, regulation, or court order, provided that the Contractor (i) gives the Company prompt written notice of such requirement (to the extent legally permitted) to allow the Company to seek a protective order or other remedy, and (ii) discloses only the minimum portion of Confidential Information necessary to comply; or
(c) with the Company's prior written consent.

6. NO LICENSE OR OWNERSHIP RIGHTS

Nothing in this Agreement grants the Contractor any right or license under any patents, copyrights, trade secrets, or other intellectual property rights of the Company, except as expressly set forth herein.

7. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon termination of this Agreement or at the Company's request, the Contractor shall promptly (a) return to the Company all tangible materials containing or constituting Confidential Information (including all copies), and (b) destroy all other embodiments of Confidential Information (including electronic copies) and certify such destruction in writing. The Contractor may retain one archival copy solely for compliance with legal retention requirements, subject to continued confidentiality obligations.

8. REMEDIES

The Contractor acknowledges that any breach of this Agreement may cause irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief or specific performance without posting a bond, in addition to any other remedies available at law or in equity.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of [e.g., Delaware], without regard to conflict of laws principles. Any disputes arising hereunder shall be resolved exclusively in the state or federal courts located in [e.g., [County], Delaware].

10. MISCELLANEOUS

(a) Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
(b) Amendments. No amendment shall be effective unless in writing and signed by both parties.
(c) Waiver. No waiver of any breach shall constitute a waiver of any prior, concurrent, or subsequent breach.
(d) Severability. If any provision is held invalid, the remainder shall continue in full force.
(e) Assignment. The Contractor may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement to any successor.
(f) Notices. All notices shall be in writing and delivered via email or certified mail to the addresses above.
(g) Independent Contractor. The Contractor is an independent contractor, not an employee or agent of the Company.

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

COMPANY
By: _______________________________
Name: [Insert Name]
Title: [Insert Title]
Date: _____________________________

CONTRACTOR
By: _______________________________
Name: [Insert Name]
Date: _____________________________

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IMPORTANT NOTE: This is a sample draft NDA template and is provided for informational purposes only. It is not tailored to your specific circumstances and does not constitute legal advice. Consult with a qualified attorney to customize this agreement, ensure compliance with applicable laws, and address any unique needs (e.g., state-specific requirements or mutual NDA provisions).

Non-Disclosure Agreement for Freelance Software Developer

This Non-Disclosure Agreement (the "Agreement") is entered into as of [Insert Date] (the "Effective Date") by and between [Startup Name], a [state/country of incorporation] corporation with its principal place of business at [Startup Address] (the "Disclosing Party"), and [Freelancer Name], an individual with address at [Freelancer Address] (the "Receiving Party").[1][4][5]

Recitals

WHEREAS, the Disclosing Party is a startup engaged in software development;
WHEREAS, the Receiving Party has been engaged as a freelance software developer to provide services related to [briefly describe project, e.g., "development of [Software Name/Project Description]"] (the "Project");
WHEREAS, in connection with the Project, the Disclosing Party may disclose Confidential Information (as defined below) to the Receiving Party;
NOW, THEREFORE, the parties agree as follows:[2][3][6]

1. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, 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. This includes, but is not limited to:

• Source code, algorithms, prototypes, UI designs, system architecture, flow diagrams, data structures, and software specifications;
• Client data, customer lists, sales figures, marketing plans, and business strategies;
• Any other proprietary information related to the Project.[1][2][4][5]

Exclusions from Confidential Information: Information that (a) is or becomes publicly known through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party to seek protective measures.[1][4]

2. Obligations of Receiving Party

The Receiving Party agrees:

• To hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;
• To use the Confidential Information solely for the purpose of performing services on the Project;
• To restrict access to employees, contractors, or agents who need to know and who are bound by nondisclosure restrictions at least as protective as those herein;
• To return or destroy all Confidential Information upon request or upon termination of the engagement.[1][4][5]

3. Intellectual Property Ownership

All Intellectual Property (including inventions, software code, designs, algorithms, and derivatives thereof) created, developed, or conceived by the Receiving Party in connection with the Project shall be the exclusive property of the Disclosing Party. The Receiving Party hereby assigns to the Disclosing Party all right, title, and interest in such Intellectual Property, including all copyrights, patents, and trade secrets. The Receiving Party agrees to execute any documents necessary to perfect this assignment. No license or rights are granted to the Receiving Party except as expressly needed to perform the Project.[2][5]

4. Duration of Confidentiality

The obligations under this Agreement shall commence on the Effective Date and continue for a period of five (5) years from the date of last disclosure of Confidential Information, or until the information no longer qualifies as confidential under Section 1, whichever is longer. Trade secrets shall remain protected for as long as they qualify as such under applicable law.[1][4][5]

5. Permitted Disclosures

The Receiving Party may disclose Confidential Information:

• To legal counsel or as required by court order, subpoena, or government authority, provided prompt notice is given to the Disclosing Party;
• To the Receiving Party's insurers, accountants, or legal advisors who are bound by confidentiality obligations substantially similar to this Agreement.[1][2]

6. Remedies for Breach

In the event of a breach, the Disclosing Party shall be entitled to injunctive relief, in addition to any other remedies available at law or equity. The Receiving Party agrees to pay all costs, including reasonable attorneys' fees, incurred by the Disclosing Party in enforcing this Agreement. The parties may also agree to liquidated damages of [Insert Amount, e.g., "$X per violation"] as a reasonable estimate of harm.[1]

7. No Warranty; Governing Law

The Confidential Information is provided "AS IS" without warranties. This Agreement shall be governed by the laws of [Insert State/Country, e.g., "the State of California"], without regard to conflict of laws principles. Any disputes shall be resolved exclusively in the courts of [Insert Jurisdiction].[3][6]

8. Entire Agreement; Severability

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. If any provision is held invalid, the remainder shall continue in full force. This Agreement may be executed in counterparts.

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

Disclosing Party:
[Signature] _______________________________
Name: [Name]
Title: [Title]
Date: _______________________________

Receiving Party:
[Signature] _______________________________
Name: [Freelancer Name]
Date: _______________________________

Note: This is a sample template based on standard practices for freelance software development NDAs. Consult a qualified attorney to customize it for your specific jurisdiction and circumstances, as legal requirements vary.[1][2][5]