This non-disclosure agreement (“Agreement”), dated as of the submission time in the electronic form below is made between
the Freelancers who is the provider of the professional services of developing the Application SpeedyBooks (“Freelancer”) and the user of such
professional services (“Employer”).
For the purposes of enabling the Freelancer to provide the professional services to the Employer, the Employer has agreed to
provide the Freelancer with written and oral information (“Confidential Information”) concerning the project which the
Freelancer is to complete (“Project”) subject to the terms of this Agreement.
The parties agree as follows:
1. The Confidential Information shall be kept in strict confidence by the Freelancer and shall not be used, without the
Employer’s prior written consent, for any purpose other than in connection with the completion of the Project. The
Confidential Information shall not be disclosed to any persons other than those Representatives (as defined below) who have a
need to know. “Representatives” shall mean the affiliates, directors, officers, employees, professional advisers and agents of
the Freelancer. The Freelancer shall inform its Representatives of the confidential nature of the Confidential Information and
shall direct its Representatives to hold the Confidential Information in strict confidence.
2. The restrictions in paragraph 1 shall not apply to any information which: (a) is or becomes generally available to the public
through no violation of this Agreement; (b) was available to the Freelancer on a non-confidential basis prior to its disclosure to
the Freelancer by the Employer; (c) becomes available to the Freelancer on a non-confidential basis from a source other than
the Employer provided that such source is not bound by an Agreement with the Employer; or (iv) is required to be disclosed to
any court, regulatory authority, other governmental authority or pursuant to any requirement of law.
3. At the request of the Employer, the Freelancer shall return all Confidential Information received from the Employer and
shall not retain any copies of, or other reproductions or extracts of, the Confidential Information, except as it may retain in
accordance with prudent business practices (any retained material shall remain subject to the provisions of this Agreement
without any time limit).
4. The Freelancer acknowledges and agrees that the Employer is not making any representation or warranty, express or
implied, as to the accuracy, correctness or completeness of the Confidential Information. The Freelancer agrees that neither the
Employer nor any of its affiliates, directors, officers, employees, professional advisors or agents shall have liability to the
Freelancer resulting from the use of the Confidential Information by the Freelancer or the Representatives.
5. Notwithstanding any other remedies which may be available to the Employer, the Freelancer indemnifies and must keep the
Employer indemnified against any loss or expense suffered or incurred by the Employer directly or indirectly in connection
with or arising out of or as a result of the breach by the Freelancer or its Representatives of any of the terms of this Agreement.
6. This Agreement is governed by and shall be construed in accordance with the laws of the New Delhi,
India and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of the New Delhi,
7. This Agreement shall not be amended or modified, and none of the provisions shall be waived, except in writing signed on
behalf of the parties or, in the case of a waiver, on behalf of the party making the waiver.
8. This agreement also implies that the “Freelancer” will complete the project in the stipulated time agreed at the time this agreement was signed. Also, “Freelancer” will not walk out of the project till the said features are not completed.
The time agreed is 25th March 2017 for Reports and minor errors.
This Agreement relates to the confidentiality agreed upon for the project:
SpeedyBooks - A Joyful Accounting Experience
About Speedybooks. One in all a software designed for cloud accounting which helps to maintain the records, data, and business finances all at once.
Database, Design, UI, and every code and every project detail cannot be reused, redeployed and is an exclusive intellectual property of Top Cubit IT Services, 309, A-42/6, Pinnacle Tower, Sector 62, Noida. Any breach in this will lead to severe legal complications and prosecution by the law of the land, India.
The reports module has to be fully tested and completed by 25th March, 2017. Failing to deliver the project on-time may incur contract breach, settled compensation and legal actions.
Agreed to by the Freelancer
Jaimin Prajapati, 2017-03-12
Armenia,Yerevan, Shengavit, Tarunc 8
Agreed to by the Employer
TopCubit IT Services Pvt.Ltd., 2017-03-12
309, A-42/6, Pinnacle Tower, Sector 62, Noida