Website Design Non-Disclosure
Agreement
An agreement between a web designer and its client
regarding confidential or proprietary information
provided to the designer while creating the website
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY,
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND
COMPLETENESS. They are for guidance and should be modified to meet your needs and the
laws of your state. Use at your own risk. Docstoc and anyone who participated in providing or
modifying any form is not creating or entering into an Attorney-Client relationship. Docstoc
does not provide legal advice. The information and forms are not a substitute for the advice of
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Docstoc own attorney.
your
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Website Design NDA Table of Contents
General Information ........................................................................................................................ 3
Checklist ......................................................................................................................................... 4
Mutual Confidentiality/Non-Disclosure Agreement....................................................................... 5
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GENERAL INFORMATION
Confidentiality/Non-Disclosure Agreements are used to protect entity’s (person or
company) valuable information from being disclosed to other parties. These documents are used
in many different industries, where ever there is valuable business information to protect. By
using this agreement you can keep your valuable information safe. In this case, confidential
information that is given to a web designer by a company would be protected under this
agreement. This particular agreement is “mutual” which means the responsibilities and
obligations run both ways.
Before entering into a Confidentiality/Non-Disclosure Agreement, it is important to
check that the information you are protecting is not considered to be in the public domain
already. The concept of public domain is quite broad, if you have told someone about your idea
or written about it, it may be considered public domain already.
It is a good idea to make some effort in ensuring that your information is protected in
other ways as well. If the matter ever went to court for instance, the court would look not only to
the fact that a Confidentiality/Non-Disclosure was in place, but how the information was
protected in other ways. If the information is common knowledge around the office, it could be
argued that the information was already disseminated. Locking up plans, blueprints, formulas,
etc. is also helpful.
There are five key elements that need to be present in a good Confidentiality/Non-Disclosure
Agreement.
Having a good definition of the confidential information to be protected;
Mentioning anything that is not under the Confidentiality/Non-Disclosure, if applicable;
What are the obligations of the web designer?
How long will the agreement be in effect?
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After the agreement is signed, you can speak freely with the web designer about your
proprietary information under the protection of the agreement. It is good to be as complete and
thorough as possible in your description of what is considered confidential in your agreement, to
make sure there are no grey areas.
CHECKLIST
Check and make sure that all information to be protected is mentioned in the agreement;
This agreement required legal consideration to in order to be valid. Consideration is the
exchange of something of value between the parties;
Both parties should sign the agreement and retain a copy for their records;
Laws differ from state to state so it is always a good idea to check with the laws of your
particular state;
If you have any questions or concerns it is recommended you seek legal advice.
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(1) MUTUAL CONFIDENTIALITY/NON-
DISCLOSURE AGREEMENT
This Agreement is made effective as of the _____ day of ____________, 20____ by and
between _____________________, located at ___________________ (“Designer”) and
___________________, located at __________________ (“Client”), also referred to herein
collectively as the “Parties” and individually as a “Party” to assure the protection and
preservation of the confidential and/or proprietary nature of information disclosed or made
available, or to be disclosed or made available, to each other in connection with discussions or
negotiations with respect to a prospective and/or ongoing business relationship.
Whereas the Parties desire to assure the confidential status of the information which may be
disclosed to each other.
Now, therefore, in reliance upon and in consideration of the following undertakings, the Parties
agree as follows:
1. Subject to the limitations set forth in paragraph 2, all information disclosed to the other
Party shall be deemed to be “Proprietary Information”. In particular, Proprietary
Information shall be deemed to include any information, process, technique, algorithm,
program, design, drawing, strategy, plan, formula test data, coding, databases, product
information, etc. relating to any project, proposal, work in progress, future development,
engineering, manufacturing, marketing, servicing, financing or personal matter relating to
the disclosing Party, its present or future products and/or services, sales, suppliers, clients,
customers, employees, investors, or business, whether in oral, written, graphic, or electronic
form.
2. The term “Proprietary Information” shall not be deemed to include information which (I) is
now, or hereafter becomes, through no act or failure to act on the part of the receiving
Party, generally known or available information; (II) is known by the receiving Party at the
time of receiving such information as evidenced by its records; (III) is hereafter furnished to
the receiving Party by a third Party, as a matter of right and without restriction on
disclosure; (IV) is independently developed by the receiving Party without reference to the
information disclosed hereunder, or (V) is the subject of a written permission to disclose
provided by the disclosing Party.
Notwithstanding any other provision of the Agreement, disclosure of Proprietary Information
shall not be precluded if such disclosure:
(a) is in response to a valid order of a court or other governmental body of the United
States or any political subdivision thereof.
(b) is otherwise required by law, or,
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(c) is otherwise necessary to establish rights or enforce obligations under this agreement,
but only to the extent that any such disclosure is necessary.
In the event that the receiving Party is requested in any proceedings before a court or any
other governmental body to disclose Proprietary Information, it shall give the disclosing
Party prompt notice of such request so that the disclosing Party may seek an appropriate
protective order. If in the absence of a protective order, the receiving Party is nonetheless
compelled to disclose Proprietary Information, the receiving Party may disclose such
information without liability hereunder; provided, however, that such Party gives the
disclosing Party advance written notice of the information to be disclosed and upon the
request and at the expense of the disclosing Party, uses its best efforts to obtain assurances
that confidential treatment will be accorded to such information.
3. Each Party shall maintain in trust and confidence and not disclose to any third Party or use
for any unauthorized purpose any Proprietary Information received from the other Party.
Each Party may use such Proprietary Information in the extent required to accomplish the
purpose of the discussions with respect to the subject matter. Proprietary Information shall
not be used for any purpose or in any manner that would constitute a violation of laws on
regulations, including without limitation the export control laws of the United States. No
other rights or licenses to trademarks, inventions, copyrights or patents are implied or
granted under this Agreement.
4. Proprietary Information supplied shall not be reproduced in any form except as required to
accomplish the intent of this Agreement.
5. The responsibilities of the Parties are limited to using their reasonable efforts to protect the
Proprietary Information received with the same degree of care use to protect their own
Proprietary Information from unauthorized use or disclosure. Both Parties shall advise any
employees or agents who might have access to such Proprietary Information of the
confidential nature thereof and that by receiving such information they are agreeing to be
bound by this Agreement. No Proprietary Information shall be disclosed to any officer,
employee, or agent of either Party who does not have a need for such information for the
purpose of the discussions with respect to the Subject.
6. All Proprietary Information (including all copies thereof) shall remain the property of the
disclosing Party and shall be returned to the disclosing Party after the receiving Party’s need
for it has expired, or upon request of the disclosing Party, and in any event, upon
completion or termination of this Agreement. The receiving Party further agrees to destroy
all notes and copies thereof made by its officers and employees containing or based on any
Proprietary Information and to cause its agents and representatives to whom or which
Proprietary Information has been disclosed to destroy all notes and copies in their
possession that contain Proprietary Information upon the request of the disclosing Party.
7. Designer agrees not to utilize any of the information provided by Client to in any way
contact any of its clients, associates, distributors, customers, or third Party vendors
associated with the underlying Propriety Information that is the subject of this Agreement.
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8. This Agreement shall survive any termination of this discussion with respect to the subject
and shall continue in full force and effect until such time as the Parties mutually agree to
terminate it.
9. This Agreement shall be governed by the laws of the States of California without regards to
conflict of law principals, and as those laws that are applied to contracts entered into and to
be performed in California. Should any provision of this Agreement be determined to be
void, invalid, or otherwise unenforceable by any court tribunal of competent jurisdiction,
such determination shall not affect the remaining provisions of this Agreement which shall
remain in full force and effect.
10. This Agreement contains the final, complete, and exclusive agreement of the Parties relative
to the subject matter hereof and supersedes any prior agreement of the Parties, whether
written or oral. This Agreement may not be changed, modified, amended, or supplemented
except by a written instrument signed by both Parties.
11. Each Party hereby acknowledges and agrees that in the event of any breach of this
Agreement by the other Party, including, without limitation, the actual or threatened
disclosure of a disclosing Party’s Proprietary Information without the prior express written
consent of the disclosing Party, the disclosing Party will suffer an irreparable injury such that
no remedy at law will afford it adequate protection against or appropriate compensation for,
such injury. Accordingly, each Party hereby agrees that in addition to any other damages
the other Party shall be entitled to specific performance of a receiving Party’s obligations
under this Agreement as well as such further injunctive relief as may be granted. In such a
case, the prevailing Party may request and be awarded attorney’s fees and costs.
AGREED TO: [Designer] AGREED TO: [Client]
Signed: ________________________ Signed: _____________________
By: By:
Its: ________________________ Its: ________________________
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ntitled to enforce the covenant by injunctive or other
equitable relief ordered by a court of law.
IN WITNESS WHEREOF, the parties hereto have duly entered and executed this agreement as
of the day and year first written above and represent and warrant that the party executing this
agreement on their behalf is duly authorized.
WEB DESIGNER CLIENT
_______________________ _______________________
Authorized Signature Authorized Signature
_______________________ _______________________
Print Name and Title Print Name and Title
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