Confidentiality
Details of our work together are kept in strictest confidence. I only
reserve the right to use the sales copy I wrote as work sample to other
potential clients.
A model confidentiality agreement is presented below for your use.
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made on
BETWEEN
- [Your company name here], (the “Disclosing Party“); and
- [ Alex Vayner ], (the “Receiving Party“),
collectively referred to as the “Parties“.
RECITALS
- The Receiving Party understands that the Disclosing Party has
disclosed or may disclose information relating to [Name of Project
Here], which to the extent previously, presently, or subsequently
disclosed to the Receiving Party is hereinafter referred to as
“Proprietary Information“ of the Disclosing Party.
OPERATIVE PROVISIONS
- In consideration of the disclosure of Proprietary Information by the
Disclosing Party,the Receiving Party hereby agrees: (i) to hold the
Proprietary Information in strict confidence and to take all reasonable
precautions to protect such Proprietary Information(including, without
limitation, all precautions the Receiving Party employs with respect to
its own confidential materials), (ii) not to disclose any such
Proprietary Information or any information derived therefrom to any
third person, (iii) not to make any use whatsoever at any time of such
Proprietary Information except to evaluate internally its relationship
with the Disclosing Party, and (iv) not to copy or reverse engineer any
such Proprietary Information. The Receiving Party shall procure that its
employees, agents and sub-contractors to whom Proprietary Information
is disclosed or who have access to Proprietary Information sign a
nondisclosure or similar agreement in content substantially similar to
this Agreement - Without granting any right or license, the Disclosing Party agrees
that the foregoing shall not apply with respect to any information after
five years following the disclosure thereof or any information that the
Receiving Party can document (i) is or becomes (through no improper
action or inaction by the Receiving Party or any affiliate, agent,
consultant or employee) generally available to the public, or (ii) was
in its possession or known by it prior to receipt from the Disclosing
Party as evidenced in writing, except to the extent that such
information was unlawfully appropriated, or (iii) was rightfully
disclosed to it by at hird party, or (iv) was independently developed
without use of any Proprietary Information of the Disclosing Party. The
Receiving Party may make disclosures required by law or court order
provided the Receiving Party uses diligent reasonable efforts to limit
disclosure and has allowed the Disclosing Party to seek a protective
order. - Immediately upon the written request by the Disclosing Party at any
time, the Receiving Party will return to the Disclosing Party all
Proprietary Information and all documents or media containing any such
Proprietary Information and any and all copies or extracts thereof,save
that where such Proprietary Information is a form incapable of return or
has been copied or transcribed into another document, it shall be
destroyed or erased, as appropriate. - The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary.
Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.
- The Receiving Party further acknowledges and agrees that no
representation or warranty,express or implied, is or will be made, and
no responsibility or liability is or will be accepted by the Disclosing
Party, or by any of its respective directors, officers, employees,agents
or advisers, as to, or in relation to, the accuracy of completeness of
any Proprietary Information made available to the Receiving Party or its
advisers; it is responsible for making its own evaluation of such
Proprietary Information. - The failure of either party to enforce its rights under this
Agreement at any time for any period shall not be construed as a waiver
of such rights. If any part, term or provision of this Agreement is held
to be illegal or unenforceable neither the validity, nor enforceability
of the remainder of this Agreement shall be affected. Neither Party
shall assign or transfer all or any part of its rights under this
Agreement without the consent of the other Party. This Agreement may not
be amended for any other reason without the prior written agreement of
both Parties. This Agreement constitutes the entire understanding
between the Parties relating to the subject matter hereof unless any
representation or warranty made about this Agreement was made
fraudulently and, save as may be expressly referred to or referenced
herein, supersedes all prior representations, writings,negotiations or
understandings with respect hereto. - This Agreement shall be governed by the laws of the jurisdiction in
which the Disclosing Party is located (or if the Disclosing Party is
based in more than one country, the country in which its headquarters
are located) (the “Territory“) and the parties agree to submit disputes
arising out of or in connection with this Agreement to the non-exclusive
of the courts in the Territory.
| [Disclosing Party] | [Receiving Party] |
| Business Name: [your company name here]] | Business/Individual Name: Elite Internet Marketing |
| Name: ______________________ | Name: _______Alex Vayner______ |
| Title: ______________________ | Title: ___Copywriter & Marketing Consultant___ |
| Address: ______________________ | Address: ______________________ |
| Date: January 9, 2010 | Date: ______________________ |
