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The Non-Disclosure Form informs the prospect that the information contained is confidential. In some cases you might not be allowed to include a nondisclosure. When possible, include one to prevent your prospect from sharing your proposal with competitors. If proposals are being distributed to competitors, make sure to request copies of other proposals being submitted.
Document Length: 4 Pages
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Alternate documents are those which may be used instead of this document depending on your situation. Alternate documents may be better suited for different size projects, more specialized projects, variations on rights, etc.

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Related documents may be used in conjunction with this document depending on your situation. Many related documents are intended for use as part of a contract management system.

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Non-Disclosure Form (Long Version)
Disclaimers: Proposal Kit, Inc. makes no warranty and accepts no responsibility for suitability of any materials to licensees business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for results obtained. Information included is not legal advice. Use of any supplied materials constitutes acceptance and understanding of these disclaimers.

Writing the 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 Welcome Letter (Verbose) document (alternate or related contract document)

company name address address city state or province zip or postal code BILLING PRACTICES WELCOME LETTER company name is full service Insert description here firm. This letter is designed to help you understand how we offer our services and to communicate our standard billing practices and procedures. What We Offer

We sell our time. The time we spend providing services that you need. Specifically we provide. Insert services here When our services result in Insert description of result here you are not purchasing the end result work product or other tangible asset you are paying for our time and expertise to produce this for you in its many forms. How We Determine Our Rates Your bill will be based upon the time spent by company name staff member performing services for you at his or her hourly billing rate. Effective effective date our hourly rates for services will be no higher than hourly rate. It is company names policy to have as much as possible of your work performed by the most capable person at the lowest billing rate. Please note that there may be some times when more experienced staff may be required to assist or review work performed by lower billing employees or perform tasks normally reserved for lower billing employees due to time constraints or client needs. What Our Rates Include Our billing rates are set based upon the knowledge and the degree of skill required for providing our range of services. Compensating attracting and retaining highly skilled employees requires commitment of resources technology education and infrastructure. Our rates reflect that as opposed to individuals and freelancers we are full time full service firm who make ourselves and all our employees highly available to our clients. Billing for Email and Phone Calls We encourage our clients to communicate with us any time they feel the need. We also understand that clients may be hesitant to do so if it will result in bill from us for every communication.

The service that we provide is our time and that does include email and phone calls. The general rule for email and phone calls is fairly straightforward to understand. If an email or phone call is short typically five minutes or less and doesnt require additional work or research to be performed no bill will be sent. Please note that we may keep track of the time and bill for it later. Occasional email and phone calls will never have significant effect on your billing. Numerous emails and phone calls will always be reflected in our billing. We do not charge for time spent drafting quotes or discussing new projects except in the case where we are performing feasibility studies or evaluations in order to provide you with consulting integration advice or plan for future development. Additional Fees or Expenses All licenses software bank fees gateway fees hosting fees or other third party fees are considered extra fees and are never included in our estimates or bids except as line items. While we may purchase these for you on your behalf and bill you later these costs are always considered to be in addition to any services we bill for. All clients located in state or province state may be subject to Insert tax rate here % tax on all software licenses stock photography templates or other materials.

How You Can Help Reduce Your Fees We never bill you for time you do not use. It helps us achieve high degree of trust with our clients to work this way. You know that you will only be billed for the exact time it takes to achieve your development and design goals and to provide the services you need. There are several things that greatly increase or decrease billings for clients. The specification description or scope of work that you provide to us. The complexity and organization of your project materials troubleshooting needed or situation to be studied. The amount of time you need to for training or learning various software programs and technologies you are not already familiar with. Specifications

The specification is the list of requirements you bring to us and is used to provide an initial estimate of cost. If you come to us with vague and generalized description of what you want your billing may be higher if we must constantly make changes as the project progresses. It is okay to be unsure of exactly what you want at the beginning of project so long as the time we spend helping you learn what you want is billed for. If you want to reduce this type of billing we encourage you to spend as much time as needed to thoroughly detail the projects you want us to work on before coming to us. We will always help you refine your needs and propose solutions or alternative ideas to reach your goals. Complexity Organization and Troubleshooting Troubleshooting is complex service. We cannot always control the complexity of your individual situation. When we are engaged to help you with troubleshooting or complex project it is important that we have organized information. This means you should deliver your access information to your domain web hosting email or other services to us in an organized fashion. Often clients do not have this information available when they come to us and then we must bill for the time we spend getting project organized and achieving even the most basic access to the clients files. We are happy to organize your information for you. However bear in mind that this will impact billing as we are providing service to you. We also are not responsible for how your third party systems need to be set up. This includes how you fulfill or ship your product as well as any APIs or technologies they may require. If you hand us 128 page integration guide for UPS World Ship Merchant Account Gateway or CRM program this will always result in higher bill as we work through previously unknown requirements.

Generally anything you have not decided upon or not provided to us when we make our initial estimate are considered to be extra costs and additional hours may be required. We will try to advise you of this at every opportunity. The Learning Curve We are not your employees. We cannot run your day to day business storefront or IT department; provide customer service; or be responsible for monitoring upgrading patching or otherwise fulfilling any part of your business responsibilities without Service Level Agreement SLA. If you use us to provide such services you will receive bills that are higher than you were originally quoted. Many clients come to us not fully understanding how much time they or their designated employee must invest into learning the various systems and technologies used to build their web sites ecommerce storefront or content management systems. We will always provide up to Insert amount of time here hours of in person our office phone or email training with any site or storefront we build and we provide links to any manuals or other documentation to help clients learn their systems. We cannot be responsible for how much of this training results in successful knowledge transfer. If you want us to build you web site or storefront but have no interest in knowing how it works then any tasks you request of us to maintain these sites will always result in additional fees. A few sample scenarios that result in additional billing are. * We train your staff member on your web site or application; you later designate another staff member to receive the same training. Or your employee leaves and we must train replacement. * We train your staff member on specific function or duty and are later requested to train them again.

* We must fix alter or edit your staff members work product. Estimates We give the best good faith estimate that we can manage based upon what we know of your project project goals specification and the sum of all communication you have had with us. This is still only an estimate and it is not fixed bid to take care of everything you may want or that may be required to complete your project or tasks. Unforeseen consequences requirements or other factors may affect the total number of hours required to complete your project or tasks. Billing Schedule Unless otherwise requested or agreed upon in writing we will bill you for hours within days of completion. In the case of ongoing projects we will always bill you on monthly basis regardless of whether project is completed or not. This is called progress billing. Payment is due upon receipt and Insert amount here service charge will be added to accounts that are more than days past due. If we have not heard from client in days or client has materials input feedback or other things that delay us from finishing project we reserve the right to bill for all outstanding hours whether the project is finished or not. Retainers We generally require retainer only in the case of troubleshooting or other special circumstances. If client wants us to be available at all times then retainer is always required. clients billing history with company name may also influence whether retainer is required or not.

company name believes that our services are priced fairly and provide good value considering we are full service firm with full time employees. We hope this guide helps you understand our billing practices and we look forward to working with you now and in the future. If you have any questions about any of this please contact us at phone number or mail address and we would be happy to discuss it with you. Sincerely first name last name job title

Writing the Engagement Letter with Services Agreement 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 define the capacity of company name and to help 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 in Section 1. 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 1. Services. Company shall during the Term of Service as defined below provide to Customer the computer consulting services described below the Services or Work Product at such times as Customer may reasonably request. Services include but are not limited to. a Evaluating and researching Customers existing technology and development needs.

b Providing web and application hosting services. c Providing graphic web content creation and multimedia design services. d Providing any other consulting services or project management services required by Customer. 2. Specifications. Company agrees to perform the Services pursuant to the specifications or Statement of Work set forth in Exhibit attached hereto the Specifications 3. Term of Service. Term of this Agreement shall commence on start date and shall continue in full force and effect until terminated by either party upon at least thirty days prior written notice. Absent termination notice no event except breach may terminate this Agreement prior to end date. Upon termination of this Agreement Company shall transfer and make available to Customer all property and materials in Companys possession or subject to Companys control that are the rightful property of Customer. Company shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Company shall immediately notify Customer in writing of the details of the loss or destruction and provide the necessary information for loss statement or other documentation to Customer.

4. Ownership Rights. Company shall have ownership of all Companys Material. Companys Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Section Services and any Exhibit Specifications b Materials that are solely owned by Company or licensed to Company. c Materials that are incorporated into the Work Product or part of the Services. Company shall hold all rights title and interest in and to Companys Material. Customer shall not do anything that may infringe upon or in any way undermine Companys rights title and interest in Companys Material as described in this paragraph 4. Notwithstanding the above Company hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Companys Material for the purpose in which it was first employed and used by Customer. 5. Compensation. For all of Companys services under this Agreement Customer shall compensate Company in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadlines set forth in Exhibit Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement breach immediately stop all services bring legal action. 6. Mutual Confidentiality.

Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Customer. Materials provided between Company and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respective owner the Owning Party and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the Owning Party 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 or had been previously made available by the Owning Party in public venue. 7. Limited Warranty and Limitation on Damages. Company warrants the Services or Work Product will conform to the Specifications. If the Services or Work Product do not conform to the Specifications Company shall be responsible to correct the Services or Work Product without unreasonable delay at Companys sole expense and without charge to Customer to bring the Services or Work Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Company is not responsible for the results obtained by Customer when using any Services or Work Product produced by Company. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Company as set forth in Exhibit attached hereto. No action regardless of form arising out of the Services rendered or Work Product under the Agreement may be brought by either party more than one year after the cause of action has occurred. In no event shall Company be held liable for consequential damages. 8. Independent Contractor. Company is retained as an independent contractor. Company will be fully responsible for payment of Companys own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Companys behalf. Company understands that it will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Insurance. Company shall maintain throughout the entire term of this Agreement adequate general liability insurance providing coverage against liability for bodily injury death and property damage that may arise out of or be based upon any act or omission of Company or any of its employees agents or subcontractors under this Agreement. Upon written request Company shall provide certificates from its insurers indicating the amount of insurance coverage the nature of such coverage and the expiration date of each applicable policy. Company shall not name Customer as an additional insured on any applicable policy at any time during this Agreement or as condition of acceptance of this Agreement. 10. Equipment. Customer agrees to make available to Company for Companys use in performing the services required by this Agreement such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose.

Customer agrees to make the following equipment and or services available to Company. a Servers and equipment required to operate all Customers web sites portals LMS or other application frameworks. b Insert any additional equipment required here 10 Expenses. Company will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. 11. General Provisions.

11 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. 11 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. 11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns provided that Company may not assign any of its obligations under this Agreement without Customers prior written consent.

11 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. 11 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. 11 No Right to Assign. Company has no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement. 11 Payments.

In the event Customer fails to make any of the payments set forth in Exhibit within the time prescribed in Exhibit Company shall have the right to withhold Services remove Work Product from Company owned resources or seek legal remedy until payment in full is paid plus accrued late charges of 2% per month. 11 Indemnification. Customer warrants that everything it gives Company in the execution or performance of services or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer or copyright infringement. 11 Use of Descriptions of Services or Work Product for Promotional Purposes. Customer grants Company the right to use descriptive text testimonials performance metrics and other images photos and or graphics that demonstrate the Services or Work Product for promotional purposes and or to cross link these items with other promotional resources developed by Company. 11. 10 No Responsibility for Theft. Company has no responsibility for any third party taking all or any part of the Services or Work Product results of Services or Work Performed or the improper use by any third party of any Services or Work Product produced by Company. 11. 11 Right to Make Derivative Works.

Company has the exclusive rights in making any derivative works of any Services Methodology or Work Product. 11. 12 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. 11. 13 No Responsibility for Loss. Company is not responsible for any down time lost files equipment failures acts of nature or any damage resultant from activities considered beyond the control of Company such as war riots natural disasters vandalism and other events. 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

A Document from Contract Pack

The editable Non-Disclosure Form (Long Version) template - complete with the actual formatting and layout is available in the retail Contract Packs.
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