A plain speaking NDA (non-disclosure agreement) for designers, developers and other creatives. See no evil, hear no evil, speak no evil.
This Confidentiality and Non-Disclosure Agreement (this “agreement”) is between Meld Development Solutions, Inc., an Oregon corporation located at 208 SW 5th Ave, Portland, OR 97204 (“Meld”) and (client, located at client address) (“you”).
Meld is developing for you [include description of engagement] (the “Application”). In connection with development of the Application, we will share certain confidential and proprietary information with each other, and we agree that neither of us will share any confidential information about each other, by any means, with anyone else, except as provided in this agreement.
What’s covered? What are our primary responsibilities to each other?
Confidential information includes: source code of the Application being developed and any adaptations, improvements, revisions and derivative works of the same, passwords, API keys, trade secrets, know-how, and any other information that we designate as confidential or proprietary at the time we disclose it to each other. Any confidential information will remain the property of the party that disclosed it and we both agree to return all confidential information in whatever form (including any copies) to the disclosing party upon request.
We both agree not to use, copy or disclose the confidential information apart from the reason it was shared, except that we may share the confidential information with our employees that have a need to know the information in connection with development of the Application, so long as we advise them of the obligations in this agreement and take reasonable steps to ensure their compliance with it. We also agree take at least those measures that we take to protect our own confidential and proprietary information, such as keeping files, access to online systems and any user names and passwords safe and secure so the information doesn’t fall into the wrong hands.
If we think that there’s even a possibility that any confidential information might have been compromised, we agree to tell each other right away so we can promptly take the steps necessary to protect the information from public disclosure. We also agree to help each other to resolve any problems that might arise if confidential information is compromised.
What’s not covered?
If something is already in the public domain or becomes public through no action or inaction by either of us, it’s not confidential information. Although we hope it will never happen, this agreement also does not protect information that we are required by law to disclose, except that we agree to give each other notice of the disclosure requirement in that situation and to assist each other in trying to obtain an order to keep the information confidential.
This agreement will not prohibit us from working with any other party, provided that we continue to abide by this agreement.
How long does this agreement last?
Our obligations under this agreement will remain in effect until such time as the information protected by it is no longer confidential through no action or inaction by either of us.
Miscellaneous legal stuff
You can’t transfer this agreement to anyone else without our prior written permission. This agreement benefits and binds Your successors and permitted assigns.
If it turns out part of this agreement isn’t enforceable, we both agree to remove that part, and we also agree that doing so shall not affect the enforceability of the rest of the agreement.
If we have a dispute, the State of Oregon’s laws will apply, except for the conflict of laws rules. If the dispute concerns the disclosure or threatened disclosure of confidential information in breach of this agreement, we both acknowledge it would irreparably damage the other party and agree that the non-breaching party shall immediately be entitled to an injunction (including a temporary restraining order or preliminary injunction) without having to post a bond. We also agree that the non-breaching party shall also be entitled to recover damages for any injury it may incur, along with any other remedies available to the non-breaching party. We both agree we will go to court in Multnomah County, Oregon to resolve any dispute arising under this agreement that we are not able to resolve ourselves.