Legal Contract Templates How to Write the Non-Disclosure Form (Long Version)

How to write my Non-Disclosure Form (Long Version) document

MUTUAL NONDISCLOSURE AGREEMENT This agreement does not require company customer arrangement rather you can substitute any two parties who wish to enter into mutual nondisclosure agreement in order to share information; do due diligence discovery or other intellectual property related activities. It does not bind either party to having to act on any plans discussions or other wise short of not disclosing such information. THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as Company and company name hereafter referred to as Customer Each of the undersigned parties and the Company understands that both parties have desire to establish an employment consulting or other business relationship between the Company and the Customer. Each have disclosed or may disclose information and trade secrets relating to their business including but without limitation customer communications and customer lists computer programs technical drawings graphics and media files algorithms scripts know how formulas processes ideas inventions whether patentable or not schematics and other technical business financial customer and product development plans forecasts strategies business practices and information which to the extent previously presently or subsequently disclosed is hereinafter referred to as Proprietary Information. Proprietary Information also includes proprietary or confidential information of any third party who may disclose such information to either party in the course of the either parties business. The party who discloses Proprietary Information is hereinafter referred to as Disclosing Party and the party who receives this information is hereinafter referred to as Receiving Party. Agreements In consideration of the parties discussions and any access to Proprietary Information of either party both parties make the following agreements.

a To hold all Proprietary Information disclosed by either party in the strictest of confidence and to take the same degree of care to protect such information as it does with its own Proprietary Information. No less than reasonable care shall be maintained by either party. b Shall be granted the use of Proprietary Information only within the scope and purpose for which it was disclosed; to be used only for the benefit of the Company; shall not exploit or permit to be used or exploited Proprietary Information for the benefit of the employee or the benefit of another without the express written permission of the Company. c Not to disclose or use any such Proprietary Information or any information derived therefrom to any firm supplier business third party or other organization. d Not to reverse engineer tamper alter or copy any such Proprietary Information. e Not to export allow for export or distribute into the public domain any such Proprietary Information or product thereof.

f That all records files letters memos faxes notebooks drawings sketches reports collateral program listings or other written audio magnetic video source or other tangible material containing Proprietary Information whether the author or not are exclusive property of the Disclosing Party and are entrusted to be used only to the benefit of this relationship and shall be made available by the Disclosing Party immediately upon request by the Disclosing Party. Upon request the Receiving Party shall turn over all Proprietary Information owned by the Disclosing Party and immediately surrender any and all records files letters memos faxes notebooks drawings sketches reports collateral program listings or other written audio magnetic video source or other tangible material containing any such Proprietary Information and any and all copies or extracts thereof. h That each provision herein shall be treated as separate and independent clause and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses herein. Both parties also shall not disclose the Proprietary Information to those employees who do not have qualifiable need to know such information and in any event shall be liable for all improper disclosures by its employees. Without grant of any right or license the parties agree that the foregoing shall not apply with respect to any Proprietary Information that either party can document as being

a Made available or becomes generally available to the public through no improper action or inaction by either party or any agent consultant affiliate contractor or employee. b Disclosed to it by third party who did not owe duty of confidentiality. c In its possession or known by it without restriction prior to receipt from the other party. d Independently developed without use of any Proprietary Information by employees who have had no access to such information. Either party may make disclosures required by law or court order provided it uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or protective order and has allowed the Disclosing Party to participate in the proceeding. Either party shall immediately give notice to the other of any unauthorized use or disclosure of the others Proprietary Information by the party or its employees or agents. Both parties understand that nothing herein requires. 1 The disclosure of any Proprietary Information of the Disclosing Party or requires that either Party to proceed with any transaction or relationship. Both parties understand that except as otherwise agreed in writing that the Proprietary Information which it may receive concerning future plans is tentative and is not intended to represent contract of employment retainment nor does it constitute decision by either party concerning the implementation of such plans. Proprietary Information provided to either party hereunder does not represent commitment by either party to purchase or otherwise acquire any products or services from the other party. If either party desires to purchase or otherwise acquire any products or services from the other party the parties will execute separate written agreement to govern such transactions. 2 This agreement supersedes all prior agreements whether written or oral between both the Disclosing and Receiving Parties as relating to the subject matter of this agreement. This agreement may not be altered modified amended or discharged in whole or in part without the express written permission of both the Disclosing and Receiving Parties.

Terms and Conditions 1. Communications. This Agreement shall govern all communications whether electronic written oral or other medium between the parties made during the term of this Agreement. 2. Termination. This Agreement shall expire upon thirty days written notice by either party; provided however Receiving Partys obligations under the terms of this Agreement shall continue with respect to all Proprietary Information disclosed prior to the expiration of this Agreement. Both the Disclosing and Receiving Parties obligations shall survive the termination of his her employment and shall be binding upon all heirs executors administrators and legal representatives. 3. Remedy of Law. Both parties acknowledge and agree that due to the nature of the Proprietary Information there can be no adequate remedy of law for any breach of its obligations hereunder which breach may result in irreparable harm. Upon any such breach or any threat thereof the party disclosing the information shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. In the event that any of the provisions of this Agreement shall be held by court to be overbroad as to scope such provision or provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain compatible with the law as it shall appear. 4. General Provisions.

4 Governing Body. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 4 Entire Agreement. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys fees. 4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of his obligations under this Agreement without Customers prior written consent. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name

By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer.

Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Company Initials

Writing the Engagement Letter document (alternate or related contract document)

ENGAGEMENT LETTER THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer We are pleased to accept your engagement to provide Insert service description here services to you on an ongoing basis. This agreements purpose is to help define the capacity of company name and to set forth the conditions and expectations under which company name will work on your behalf. We shall have full discretion subject to your prior approval to engage our own employees subcontractors or third parties to perform the services described. Any employee or subcontractor we contract with shall be considered an extension of company name and subject to any confidentiality agreements and provisions company name may be subject to while working for company name. Work shall be performed either as task based fixed price or hourly depending on the circumstances or in the case of troubleshooting technical problems. Work may be requested in person by phone or email and always by unilateral agreement. company name will quote estimates for tasks and seek approval by one or more of the above methods. Usually Scope of Work shall be provided to company name at every opportunity for approval or guidance. We will submit itemized invoices for work performed every thirty days. Large expense items pre approved by Customer will be billed as incurred. Typically invoices will show the individual performing the work as well as the rate on an hourly basis. company name reserves the right to withhold or terminate services at any time if customer fails to pay invoices in timely manner. company name may also request that company name provide billing updates from time to time to aid budgetary control. No agreement between company name and company name shall preclude future services for other customers deemed adverse or in competition directly or indirectly with company name. We understand that during the course of this engagement we may encounter sensitive or confidential information relating to company names business customers vendors and method of doing business. company name shall never disclose in any shape or form any confidential information trade secrets practices methods or any information deemed sensitive and not made available to the public. We value our relationships with our customers and we look forward to working with you on all future matters. Sincerely

first name last name job title

How do you write a Non-Disclosure Form (Short Version) document? (alternate or related contract document)

company name address city state or province zip or postal code THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as Company and company name hereafter referred to as Customer I agree that the information am requesting from the Company is confidential proprietary and may contain trade secrets. understand that it will be provided in confidence. agree not to disclose this information to any third parties and that my obligation of confidentiality shall extend for period of three years from the date of disclosure by the Company. I will be under no obligation of non disclosure for any information which. a At the time of disclosure had been published or was otherwise in the public domain; b After disclosure is published or otherwise becomes part of the public domain through no fault on its behalf; or

c Is or has been rightfully disclosed to it by party that has no obligation to the owner directly or indirectly with respect thereto to the extent that such third party disclosure is received without an obligation of confidentiality. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name

By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed

How to write my Pre-contract Design Protection Agreement document (alternate or related contract document)

MEMORANDUM OF UNDERSTANDING THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as Client and company name hereafter referred to as Contractor Agreements 1. The purpose of this Agreement hereafter referred to as the Agreement is to precede longer term contract arrangement under which Contractor will provide Client web site design services including but not limited to the following. Insert details about the services offered. 2. Contractor agrees to perform the above described services. Work may be started on the final site before contract is entered into between the parties and is understood and agreed by the parties to be part of this Agreement until such time as contract is entered into by the parties.

3. In consideration of Contractors performance of these services Client agrees to pay Insert Percentage to be Paid of the total cost for the site development which is projected to be not more than. Insert Maximum Dollar Amount Payment shall be made according to the following terms. Insert details of the payment terms. 4. Client agrees to pay all of Contractor expenses in connection with this Agreement including travel supplies equipment phone charges and any other third party expense relating to the Agreement. All expenses except phone charges shall be presented to Client for pre approval in writing. 5. To activate this Agreement Client will submit check for Insert Down Payment Amount to Contractor toward the final project cost. The future contract to be entered into by the parties will define payment terms for the balance of the project amount. In the event contract is not entered into by the parties to this Agreement all copyright and other intellectual property rights to material generated by Contractor shall remain with Contractor. Client further agrees that during the pendency of this Agreement Client will not take any designs or other work performed for developed by Contractor under the terms of this Agreement to any other web site developer not party to this Agreement. 6. The parties agree that Contractor retains all copyright and other intellectual property rights to the work contemplated by and started under the terms of this Agreement. Copyright terms will be set when the Agreement is replaced by contract and will include release of copyright to Client upon fulfillment of all terms of the contract including payment in full. 7. The parties agree that in the event of breach of this Agreement damages may be difficult to ascertain or prove. The parties therefore agree that if Client breaches this Agreement Contractor shall be entitled to seek relief from court of competent jurisdiction including injunctive relief and shall be entitled to an award of liquidated damages in the amount of Insert Maximum Relief Amount

8. This Agreement constitutes the entire agreement between the parties until replaced by contract. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs. To any portion of this Agreement declared unenforceable that portion shall be construed to give it the maximum effect possible and the remainder of this Agreement shall continue in full force and effect. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer.

Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Client Initials Contractor Initials

Writing the Contract Salesperson Agreement document (alternate or related contract document)

CONTRACT SALESPERSON AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Salesperson Recitals A. Salesperson desires to provide sales and marketing services on behalf of company name for fee. B. Company desires to have Salesperson render certain sales marketing and advertising services the Services as set forth in Exhibit B. Agreements

In consideration of the mutual covenants set forth in this Agreement Company and Salesperson hereby agree as follows. 1. Engagement of Services. Salesperson agrees to render to Company services in connection with the planning preparing and creation of marketing services for Company as follows. a Provide sales consulting services to Company in the form of an analysis of Companys current products goods or services as it relates to Companys present customers and or target markets. b Develop sales strategies and creative content for Company for approval for use in present and future marketing programs. c Develop Point of Purchase POP displays and merchandising. d Design contract or otherwise arrange for the preparation of creative content advertising campaign management and other related services. e Execute sales advertising and marketing services as agreed upon in Exhibit B.

f Provide other services as Company may request from time to time such as content creation assistance to Companys staff and employees market research analysis or additional project consulting. 2. Services. Salesperson agrees to develop and perform the sales advertising and consulting services pursuant to the specifications set forth in Exhibit attached hereto the Services 3. Salesperson Commissions. Salesperson shall earn commission for all sales completed according to the Services and according to the commission and compensation schedule set forth in Exhibit A. Company shall not be responsible for commissions and compensation earned by Salesperson for sales that are later canceled returned revoked made invalid result in chargeback or are otherwise not credited to the Salesperson for any reason. Company reserves the right to deduct commissions and fees paid to Salesperson from future commissions in order to bring incorrect commissions paid to Salesperson into balance. 4. Ownership Rights. a Salesperson shall endeavor to ensure that Company shall be able to retain under the fullest extent under the law all customer lists contracts records and all intellectual property rights in any text images or other components created for Company pursuant to this agreement. b Salesperson agrees that any material content plan or idea prepared by Salesperson or submitted to Company for approval at any stage which is not utilized at the termination of this agreement shall remain the property of Company. c Upon termination or expiration of Agreement Salesperson agrees to be solely responsible for returning any Company materials process documents customer lists contract lists internal documents or advertisements. Salesperson may not copy or remove these company materials for any reason not related to the performance of his or her duties under this agreement.

5. Non Solicitation and Non Compete. Salesperson agrees not to provide any services or consulting for or enter into any agreement with any company or individual engaged in similar line of business whether they compete directly or indirectly with Company for period of Insert number of years years after the expiration of this agreement. Salesperson warrants that he or she is not currently subject to any agreement which limits prevents or precludes his or her ability to render all of the services listed in Exhibit B. Further Salesperson may not directly or indirectly solicit or influence any Company employee agent vendor or representative for the purpose of leaving the employment or existing relationship established with company name. 6. Confidentiality. Salesperson acknowledges and agrees that the Services and all other documents and information related to the engagement of sales marketing or advertisement development the Confidential Information will constitute valuable trade secrets of Company. Salesperson shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Companys prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public in any advertising medium or channel displayed or placed prior to the engagement of Salesperson to provide services or information which was provided to Salesperson by Company for publication as requirement of fulfillment of the Services. 7. Limited Warranty and Limitation on Damages. Salesperson agrees to indemnify and hold Company harmless with respect to any claims loss lawsuit liability or judgment suffered by Company that results from the use of any quote estimate proposal or material prepared or execution of service by Salesperson or at the direction of Salesperson which has been materially changed from the Services by any advertisers publishers hosts radio and television broadcasts quotes testimonials print journalism or other third party entity. Salesperson agrees to obtain and or maintain in force for the length of this agreement at Salespersons expense an appropriate liability policy or policies having minimum limit of amount insurance coverage naming Company as an additional insured and loss payee under such policy or policies as applicable. In the event of any litigation proceeding or suit against Company or in the event of court action challenging any quote estimate proposal promise or advertising or marketing service prepared by Salesperson Salesperson shall assist in the preparation of defense of such action and cooperate with Company. Company acknowledges that Salesperson is not responsible for the results obtained by Company from any sale estimate proposal quote creative advertising programs ideas or execution thereof. Salesperson waives any claim for damages direct or indirect and agrees that his or her sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Salesperson as set forth in Exhibit attached hereto.

8. Independent Contractor. Salesperson will be retained as independent contractor. Salesperson will be fully responsible for payment of his or her own income taxes on all compensation earned under this Agreement. Company will not withhold or pay any income tax social security tax or any other payroll taxes on Salespersons behalf. Salesperson understands that he or she will not be entitled to any fringe benefits that Company provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Resources and Equipment. Company agrees to make available to Salesperson for Salespersons use in performing the services required by this Agreement all sales material sales kits logos graphics photos branding collateral items of hardware and software as Company and Salesperson may agree are reasonably necessary for such purpose. 10. General Provisions. 10 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 10 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Company and Salesperson and their respective successors and assigns provided that Salesperson may not assign any of his or her obligations under this Agreement without Companys prior written consent. 10 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

10 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 10 Right to Withhold Content Creative and Services. In the event Company fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Salesperson has the right to withhold further sales activity and consulting creative content and services performed for or on behalf of Company until payment in full is made plus accrued late charges of 2% per month. 10 Indemnification. Salesperson agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the quotes estimates promises warranties proposals services creative or other content including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Salespersons activity or non delivery of products services material supplied by Company copyright infringement and defective products sold via the advertising or services. Further Company agrees to indemnify Salesperson from responsibility for problems disruptions caused by third party services and contractors that Company may use such as fulfillment resources media buyers transportation merchant accounts shopping carts shipping hosting services real time credit card processing and other services that relate to the execution by Salesperson of the services outlined in this agreement. 10 Use of Company Marketing Material Services and Creative Content for Promotional Purposes. Company grants Salesperson the right to use the creative content description of services performed results of services and campaign data as he or she sees fit for promotional purposes.

10 No Responsibility for Theft. Salesperson has no responsibility for any third party theft of all or any part of the content ideas or services provided to Company by Salesperson that is not the result of Salespersons negligence. 10. 10 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 10. 11 Term of Agreement. This agreement shall begin on start date and shall continue in full force until terminated by either party upon at least days prior written notice. Both parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above.

company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Company Initials Salesperson Initials