Free of charge: Non-Disclosure Agreement between Client and Freelancer
Unformated preview of the document: 'Non-Disclosure Agreement between Client and Freelancer' (Part 2):
necessary to maintain the confidentiality of the disclosing party's Confidential
Information;
ii. not disclose to any third party any of the Confidential Information nor the fact of its
existence or the possibility of the Permitted Purpose;
iii. not make use of or turn to account any Confidential Information otherwise than for
the Permitted Purpose;
iv. not make, assist or permit any person to make any unauthorised use, disclosure or
reproduction of the Confidential Information;
v. take all steps necessary to secure the Confidential Information against theft, loss or
unauthorised disclosure;
vi. take reasonable steps to enforce the confidentiality obligations imposed or required to
be imposed by this Non Disclosure Agreement, including diligently prosecuting at its
cost, any breach or threatened breach of such confidentiality obligations by a person
to whom it has disclosed the Confidential Information;
vii. on request of the Client provide and update promptly a list of all its employees and
representatives to whom it has disclosed the Confidential Information.
2.2 This Non Disclosure Agreement does not prohibit the disclosure by the Contractor of the
Confidential Information:
i. to its directors and employees on a strict "need to know" basis for the Permitted
Purpose who:
(a) have a specific need to have access to the Confidential Information for the
Permitted Purpose; and
(b) are aware of the confidential nature of the information and the terms of this
Non Disclosure Agreement and shall, if requested by the disclosing party, be
prepared to enter into an agreement in the same form as this Non
Disclosure Agreement.
ii. which is required to be disclosed by law, provided the Contractor has:
(a) given the Client sufficient notice to enable it to seek a protective order or
other relief from disclosure; and
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Non‐Disclosure Agreement Page 4
(b) provided all assistance and co‐operation which the Client reasonably
considers necessary for that purpose; or
(c) in respect of which the Client has given its consent to disclosure or use,
which consent may be given or withheld in its absolute discretion.
3. RETURN OF INFORMATION
3.1 The Contractor agrees to deliver to the Client all documents and other materials in any
medium in the possession or under the power or control of the Contractor which contain or
refer to any Confidential Information on the earlier of:
i. demand by the disclosing party; or
ii. the time the documents and other materials are no longer required for the
Permitted Purpose.
3.2 Return of the documents and other materials referred to in Clause 3.1 does not release the
Contractor from its obligations under this Non Disclosure Agreement.
4. NO LICENCE
Nothing contained in this Non Disclosure Agreement may be construed as granting or
conferring on the Contractor any proprietary rights, licenses or other rights in any
Confidential Information.
5. INDEMNITY
The Contractor indemnifies the Client from all claims, costs, expenses, losses and liabilities
(including legal costs on a solicitor and own client basis) suffered or incurred by the
Client(including, without limitation, in connection with the enforcement of the Non
Disclosure Agreement) as a result of or in connection with:
i. any breach of this Non Disclosure Agreement (or a Non Disclosure Agreement in the
form executed by an employee or director) by the Contractor or any of its directors
or employees; or
ii. any act or omission by the Contractor which if done or omitted, would be a breach
of this Non Disclosure Agreement.
6. EMPLOYEES
Each party agrees that it shall not solicit or otherwise encourage, any employee,
subcontractor, supplier or customer of the other party to terminate its relationship with that
party or to enter into any relationship with the other party either during the term of this Non
Disclosure Agreement or for a period of 6 months subsequent to the termination of it.
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7. GENERAL
7.1 The Client will be, subject to the application of normal legal rules, entitled to temporary
injunctive relief upon any breach or threatened breach by the Contractor of any of the
undertakings given in this Non Disclosure Agreement in whatever jurisdiction such breach
occurs, pending final determination on its merits of any controversy arising in regard to
Unformated preview of the document: 'Non-Disclosure Agreement between Client and Freelancer': Part 1, Part 2, Part 3