[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-website-design-non-disclosure-agreement-D823":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"Website DESIGN NonDisclosure and Confidentiality Agreement This Nondisclosure and Confidentiality Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [WEB DESIGNER NAME] (the \"Designer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS, the parties are in the process of evaluating a potential relationship whereby the Client will retain the services of the Web Designer for the creation of an Internet Website and related database functions. WHEREAS, the Client possesses certain information and materials which it considers to be highly confidential and proprietary and which constitute trade secrets of the Client. WHEREAS, the parties acknowledge and agree that assessment of the potential business relationship between the parties may require disclosure of certain of this confidential and proprietary information to the Web Designer. WHEREAS, Client will release such information as Client deems necessary to the Web Designer to be used by the Web Designer solely for the purpose of evaluating the potential relationship between the parties (the \"Permitted Business Purpose\"). WHEREAS, Client wishes to assure that the confidential and proprietary information is protected from disclosure and only used by the Web Designer for the purpose of evaluating the potential business relationship between the parties. WHEREAS, Client wishes to assure that upon completion of the review of the potential business relationship or termination of discussions between the parties that the confidential and proprietary information is returned to the Client. NOW THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following: CONFIDENTIALITY Web Designer hereby covenants and agrees that it shall have the affirmative obligation to hold the Confidential Information (as defined below) in the strictest of confidence and to protect the Confidential Information from disclosure to any third party. Web Designer shall take all steps necessary to protect the Confidential Information from disclosure and shall implement internal procedures to guard against such disclosure. Web Designer shall only use the Confidential Information for the Business Purpose defined above and shall not use such Confidential Information, or any part of it, for its own purposes or the purposes of any other party. Web Designer shall only permit disclosure to individuals within its organization that have a bona fide need to know such information in connection with the Business Purpose. Web Designer shall advise each person to which disclosure is permitted herein that such information is the confidential and proprietary property of the Client and may not be disclosed to others or used for the purposes of the party to whom disclosure is being made. Each person to whom Confidential Information must be disclosed shall execute an agreement containing the restrictions and protections set forth in this Agreement. RETURN OF CONFIDENTIAL INFORMATION Upon request from the Client or upon termination of negotiations and evaluations between the parties, Web Designer shall return all Confidential Information to Client. Web Designer shall not be permitted to make, retain, or distribute copies of any Confidential Information and shall not create any other documents, memorandum, correspondence, outline, presentation, in any form whatsoever, that includes and of the Confidential Information. NO RIGHT Except for the Business Purpose described above, Web Designer is not granted any right, license, assignment, or any other rights in and to any of the Confidential Information. DEFINITIONS For purposes of these Covenants, the term \"Confidential Information\" shall mean and shall include information relating to the business, products or services of the Disclosing Party; including, but not limited to: ",null,"Website Design Non-Disclosure Agreement","4",45,"doc","https://templates.business-in-a-box.com/imgs/1000px/website-design-non-disclosure-agreement-D823.png","https://templates.business-in-a-box.com/imgs/250px/823.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#823.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":20,"url":21},"E-Commerce","/templates/ecommerce-business/","website design non disclosure agreement","Website Design Non-Disclosure Agreement Template","https://templates.business-in-a-box.com/imgs/400px/823.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Confidentiality & NDA","/templates/confidentiality-and-nda/",[38,42,46,50,54,58,62,66,70,74,78,82,86,101,121,136,148,164],{"label":39,"url":40,"thumb":41,"extension":10},"Contractor Non-Disclosure Agreement (NDA)","/template/contractor-non-disclosure-agreement-nda-D13825","https://templates.business-in-a-box.com/imgs/250px/13825.png",{"label":43,"url":44,"thumb":45,"extension":10},"Website Design Agreement","/template/website-design-agreement-D821","https://templates.business-in-a-box.com/imgs/250px/821.png",{"label":47,"url":48,"thumb":49,"extension":10},"Mutual Non-Disclosure Agreement","/template/mutual-non-disclosure-agreement-D955","https://templates.business-in-a-box.com/imgs/250px/955.png",{"label":51,"url":52,"thumb":53,"extension":10},"Visitors Non-Disclosure Agreement","/template/visitors-non-disclosure-agreement-D957","https://templates.business-in-a-box.com/imgs/250px/957.png",{"label":55,"url":56,"thumb":57,"extension":10},"Website Design Consultation Agreement","/template/website-design-consultation-agreement-D822","https://templates.business-in-a-box.com/imgs/250px/822.png",{"label":59,"url":60,"thumb":61,"extension":10},"Non Disclosure Agreement Nda","/template/non-disclosure-agreement-nda-D12692","https://templates.business-in-a-box.com/imgs/250px/12692.png",{"label":63,"url":64,"thumb":65,"extension":10},"Author-Publisher Non-Disclosure Agreement","/template/author-publisher-non-disclosure-agreement-D947","https://templates.business-in-a-box.com/imgs/250px/947.png",{"label":67,"url":68,"thumb":69,"extension":10},"Non-Disclosure and Non-Compete Agreement","/template/non-disclosure-and-non-compete-agreement-D552","https://templates.business-in-a-box.com/imgs/250px/552.png",{"label":71,"url":72,"thumb":73,"extension":10},"Non-Disclosure Agreement Between Two Companies","/template/non-disclosure-agreement-between-two-companies-D956","https://templates.business-in-a-box.com/imgs/250px/956.png",{"label":75,"url":76,"thumb":77,"extension":10},"Employee Non Disclosure Agreement","/template/employee-non-disclosure-agreement-D538","https://templates.business-in-a-box.com/imgs/250px/538.png",{"label":79,"url":80,"thumb":81,"extension":10},"Consultant Non-Disclosure Agreement","/template/consultant-non-disclosure-agreement-D153","https://templates.business-in-a-box.com/imgs/250px/153.png",{"label":83,"url":84,"thumb":85,"extension":10},"Website Design, Hosting and Commercial Services Agreement","/template/website-design-hosting-and-commercial-services-agreement-D824","https://templates.business-in-a-box.com/imgs/250px/824.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":99,"url":100},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[96],{"label":97,"url":98},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":120},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7",513,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":110,"description":6},"employment agreement_at will employee",[112,115,118],{"label":113,"url":114},"Human Resources","human-resources",{"label":116,"url":117},"Hire an Employee","hire-employee",{"label":32,"url":119},"business-legal-agreements","/template/employment-agreement_at-will-employee-D541",{"description":122,"descriptionCustom":6,"label":123,"pages":104,"size":124,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":129,"keywords":134,"url":135},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. 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WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":143,"description":6},"service agreement",[145,146],{"label":32,"url":119},{"label":32,"url":119},"/template/service-agreement-D12711",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":105,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":162,"url":163},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12","https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":156,"description":6},"consulting agreement long",[158,159],{"label":32,"url":119},{"label":160,"url":161},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":165,"descriptionCustom":6,"label":166,"pages":167,"size":105,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":173,"keywords":178,"url":179},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] NOTICE TO CEASE AND DESIST Dear [Contact name], This letter is served upon you due to ______________________________________________ (\"the Activity\"). These claims are further explained in detail and supported by the attached exhibits and affidavits. If you do not cease the aforementioned Activity, a lawsuit will be launched against you. ","Cease and Desist Letter","1","https://templates.business-in-a-box.com/imgs/1000px/cease-and-desist-letter-D12916.png","https://templates.business-in-a-box.com/imgs/250px/12916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12916.xml",{"title":172,"description":6},"cease and desist letter",[174,175],{"label":32,"url":119},{"label":176,"url":177},"Litigation & Settlement","litigation-settlement","cease desist letter","/template/cease-and-desist-letter-D12916",false,{"seo":182,"reviewer":193,"legal_disclaimer":197,"quick_facts":198,"at_a_glance":200,"personas":204,"variants":229,"glossary":257,"clauses":291,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":436,"comparisons":453,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":507,"classification":508},{"meta_title":183,"meta_description":184,"primary_keyword":22,"secondary_keywords":185},"Website Design Non Disclosure Agreement Template | BIB","Free website design NDA template protecting confidential design concepts, brand assets, and project specs. Download in Word, edit online, or export as PDF.",[186,187,188,189,190,191,192],"website design nda template","web design confidentiality agreement","web design non disclosure agreement template","website design nda template word","web design nda free download","web designer confidentiality agreement","web design project nda",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":199,"legal_review_recommended":197,"signature_required":197,"notarization_required":180},"medium",{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"A Website Design Non Disclosure Agreement is a legally binding contract between a client and a web designer or agency that restricts disclosure of confidential information exchanged during a website design engagement. This free Word download covers design concepts, brand assets, technical specifications, business strategy, and any proprietary content shared before or during the project — all editable online and exportable as PDF.\n","Use it before sharing wireframes, brand guidelines, unreleased product information, or any proprietary site architecture with a designer, developer, or agency. It is also appropriate when a designer presents speculative concepts to a prospective client whose business details must remain confidential.\n","The agreement defines what counts as confidential information, sets the obligations of the receiving party, carves out standard exceptions, governs permitted disclosures, specifies the term and survival period, and states the remedies available if the agreement is breached.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Business owners commissioning a new site","Protecting brand strategy and unreleased product details shared with a hired agency","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"Web design agencies","Safeguarding proprietary design systems and client lists during pitch and discovery","persona-agency",{"title":214,"use_case":215,"icon_asset_id":216},"Freelance web designers","Preventing clients from repurposing or sharing speculative concepts without engagement","persona-freelancer",{"title":218,"use_case":219,"icon_asset_id":220},"Startup founders","Sharing pre-launch product roadmaps and brand identity with a design partner","persona-startup-founder",{"title":222,"use_case":223,"icon_asset_id":224},"E-commerce operators","Disclosing conversion data, pricing strategy, and UX research to a redesign team","persona-retailer",{"title":226,"use_case":227,"icon_asset_id":228},"Marketing directors","Engaging multiple agencies in a competitive pitch while controlling sensitive campaign briefs","persona-marketing-director",[230,234,238,242,245,249,253],{"situation":231,"recommended_template":232,"slug":233},"Mutual sharing of confidential information between client and designer","Mutual Non Disclosure Agreement","mutual-non-disclosure-agreement-D955",{"situation":235,"recommended_template":236,"slug":237},"One-way protection: client disclosing to designer only","Website Design Non Disclosure Agreement (Unilateral)","website-design-non-disclosure-agreement-D823",{"situation":239,"recommended_template":240,"slug":241},"Full design and development project with payment and deliverables","Web Design Contract","website-design-agreement-D821",{"situation":243,"recommended_template":88,"slug":244},"Engaging a freelancer for a short-term design task","independent-contractor-agreement-D160",{"situation":246,"recommended_template":247,"slug":248},"Protecting brand assets during a full rebrand engagement","Non Disclosure Agreement (General)","non-disclosure-agreement-nda-D12692",{"situation":250,"recommended_template":251,"slug":252},"Hiring a full-time in-house web designer","Employment Contract","employment-agreement_at-will-employee-D541",{"situation":254,"recommended_template":255,"slug":256},"Disclosing software source code or proprietary platform architecture","Software Development NDA","checklist-software-development-contract-D781",[258,261,264,267,270,273,276,279,282,285,288],{"term":259,"definition":260},"Confidential Information","Any non-public data, materials, or knowledge shared between the parties in connection with the web design project — including wireframes, brand assets, and business strategy.",{"term":262,"definition":263},"Disclosing Party","The party sharing confidential information — typically the client, but in a mutual NDA either party can be the disclosing party.",{"term":265,"definition":266},"Receiving Party","The party receiving and obligated to protect the confidential information — typically the designer or agency.",{"term":268,"definition":269},"Unilateral NDA","An NDA where only one party discloses confidential information and only the other party bears the non-disclosure obligation.",{"term":271,"definition":272},"Mutual NDA","An NDA where both parties share confidential information and both bear reciprocal non-disclosure obligations.",{"term":274,"definition":275},"Permitted Disclosure","A situation in which the receiving party may lawfully share confidential information — for example, when required by a court order or regulatory authority.",{"term":277,"definition":278},"Residuals Clause","A provision allowing the receiving party to use general knowledge retained in unaided memory even after the agreement ends — often negotiated out by disclosing parties.",{"term":280,"definition":281},"Injunctive Relief","A court order compelling a party to stop a specific action immediately — the standard remedy sought when an NDA is breached, because monetary damages are often inadequate.",{"term":283,"definition":284},"Survival Clause","A provision stating that confidentiality obligations persist for a defined period after the agreement or underlying project terminates.",{"term":286,"definition":287},"Work Product","Design deliverables — wireframes, mockups, style guides, code — created during the engagement; ownership and confidentiality of work product should be addressed separately from the NDA.",{"term":289,"definition":290},"Trade Secret","Commercially valuable information that derives its value from not being publicly known and is subject to reasonable steps to maintain its secrecy — protected under the Defend Trade Secrets Act in the US.",[292,297,302,307,312,317,322,327,332,337],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Parties and Recitals","Identifies the client and the designer or agency by their full legal names and explains the business context — that confidential information will be exchanged in connection with a website design engagement.","This Website Design Non Disclosure Agreement ('Agreement') is entered into as of [DATE] by and between [CLIENT LEGAL NAME] ('Disclosing Party') and [DESIGNER / AGENCY LEGAL NAME] ('Receiving Party') in connection with a potential or ongoing website design engagement.","Using trade names or 'doing business as' names instead of registered legal entity names — if enforcement becomes necessary, the wrong name on the agreement complicates litigation and may require an amendment.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Definition of Confidential Information","Sets out exactly what information is protected — typically design briefs, wireframes, brand guidelines, unreleased content, business data, pricing, and technical specifications shared during the engagement.","'Confidential Information' means all non-public information disclosed by the Disclosing Party to the Receiving Party relating to the Project, including but not limited to design concepts, wireframes, brand guidelines, marketing strategy, customer data, financial information, and technical specifications, whether disclosed in writing, orally, or by any other means.","Defining confidential information so broadly (e.g., 'everything shared') that courts refuse to enforce the clause — a non-exhaustive but illustrative list with a reasonableness standard is more reliably upheld.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Exclusions from Confidential Information","Carves out information that is already public, was already known to the receiving party, is independently developed, or is required to be disclosed by law — these exclusions are standard and their absence makes an NDA less likely to be enforced.","Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the Receiving Party gives prompt written notice.","Omitting the required-by-law carve-out — without it, a designer served with a subpoena could be placed in the impossible position of breaching either the NDA or a court order.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Obligations of the Receiving Party","States what the designer or agency must do — and refrain from doing — with the confidential information: keep it secret, use it only for the project, limit internal access, and apply at least the same standard of care used to protect their own confidential information.","The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) use it solely for the purpose of evaluating or performing the Project; (c) disclose it only to employees or contractors with a need to know who are bound by confidentiality obligations no less protective than this Agreement; and (d) protect it using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.","Not requiring that sub-contractors and employees of the receiving party be bound by equivalent confidentiality obligations — a designer who shares the client's brand strategy with a third-party developer without coverage creates an unprotected gap.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Permitted Use and Purpose","Restricts the receiving party to using confidential information only for the specific website design project — preventing the designer from applying insights or assets to other clients or competing projects.","The Receiving Party shall use Confidential Information solely for the purpose of [DESCRIBE PROJECT — e.g., designing and developing the client's e-commerce website] ('Permitted Purpose') and for no other purpose without the prior written consent of the Disclosing Party.","Leaving the permitted purpose vague (e.g., 'the project') without describing the specific engagement — a vague purpose makes it harder to prove unauthorized use if the designer applies the client's UX research to another client's project.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Term and Duration","States how long the agreement remains in effect and, critically, how long confidentiality obligations survive after the project ends — typically 2–5 years for design NDAs.","This Agreement shall commence on the date first written above and continue for [TERM — e.g., 2 years], or until the conclusion of the Project, whichever is later. The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of [X] years.","Setting no survival period or an excessively short one — design concepts for an unreleased product can remain commercially sensitive long after the project closes, and a 6-month survival window may leave the client unprotected.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Return or Destruction of Materials","Requires the receiving party to return or certifiably destroy all confidential materials — documents, files, copies — upon request or at the end of the engagement.","Upon written request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information and any copies thereof, and shall certify in writing that such return or destruction has been completed within [10] business days.","Not requiring written certification of destruction — without it, the disclosing party has no way to confirm compliance, and any subsequent leak is harder to attribute to the receiving party.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Remedies and Injunctive Relief","Acknowledges that a breach causes irreparable harm that money cannot fully remedy, and grants the disclosing party the right to seek immediate injunctive relief without posting bond — critical for stopping unauthorized disclosure quickly.","The Receiving Party acknowledges that a breach of this Agreement would cause irreparable injury to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies without the requirement of posting a bond, in addition to all other remedies available at law or in equity.","Omitting the injunctive relief clause entirely — without it, the disclosing party must first prove monetary damages (difficult for design IP) before a court will act, allowing ongoing disclosure in the interim.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and whether disputes go to court, arbitration, or mediation — critical for cross-border web design engagements.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-law provisions. Any dispute arising under this Agreement shall be resolved by [binding arbitration / mediation / courts of competent jurisdiction] in [CITY, STATE].","Choosing a governing law with no connection to where either party operates — courts may decline jurisdiction or refuse to apply the chosen law, leaving enforcement uncertain.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"General Provisions","Standard boilerplate: entire agreement, amendment in writing, severability, no waiver, and notice requirements — these clauses ensure the agreement functions as the complete record of the parties' confidentiality understanding.","This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions. It may be amended only in writing signed by both parties. If any provision is found unenforceable, the remaining provisions continue in full force. Failure to enforce any provision shall not constitute a waiver.","Omitting the entire-agreement clause — without it, prior email threads or verbal promises made during pitch discussions can be introduced as additional confidentiality terms, creating unpredictable obligations.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Enter the parties' full legal names and the effective date","Replace all placeholder fields with the registered legal name of the client and the designer or agency. Enter the date the agreement is signed, not the project start date.","Verify the designer's entity type — an LLC and a sole proprietor have different enforcement profiles. Use the entity name, not the individual's name, if the designer operates through a company.",{"step":349,"title":350,"description":351,"tip":352},2,"Choose unilateral or mutual structure","Decide whether only the client discloses confidential information (unilateral) or whether both parties will share sensitive materials (mutual). Label the disclosing and receiving parties accordingly, or make both parties both disclosing and receiving.","If the designer will share proprietary design system components, pricing, or methodology, a mutual NDA better reflects the actual exchange and is less likely to be challenged as one-sided.",{"step":354,"title":355,"description":356,"tip":357},3,"Define the scope of confidential information","Tailor the definition to your project — add specific categories like UX research data, analytics dashboards, conversion benchmarks, or unreleased feature specifications that are unique to your engagement.","The more specific the definition, the easier it is to prove a breach. Generic 'all information' definitions are routinely challenged as unenforceable overreach.",{"step":359,"title":360,"description":361,"tip":362},4,"Describe the permitted purpose precisely","Name the specific project — for example, 'the redesign of CLIENT's e-commerce storefront at [DOMAIN]' — rather than a generic phrase like 'web design services.'","A precise permitted purpose prevents the designer from using your customer journey data or brand positioning insights on a competitor's project.",{"step":364,"title":365,"description":366,"tip":367},5,"Set the term and survival period","Enter the agreement duration and the post-termination survival period. For projects involving unreleased products or long-term brand strategy, a 3–5 year survival period is appropriate.","Align the survival period with how long the shared information will remain competitively sensitive — a two-week campaign brief needs less protection than a five-year brand platform.",{"step":369,"title":370,"description":371,"tip":372},6,"Add the governing law and dispute resolution clause","Enter the jurisdiction whose law will govern and specify whether disputes go to arbitration, mediation, or litigation. For cross-border engagements, specify the city and forum explicitly.","Avoid jurisdictions where neither party operates — courts in a neutral third country may have no reason to hear the case and enforcement of any judgment may be impractical.",{"step":374,"title":375,"description":376,"tip":377},7,"Review exceptions and permitted disclosures","Confirm the standard carve-outs (public domain, prior knowledge, independent development, legal compulsion) are included and that no additional permitted disclosures have been agreed verbally.","If the designer plans to share materials with a specific sub-contractor, name that sub-contractor in the permitted-disclosure section rather than leaving a vague 'need-to-know' standard.",{"step":379,"title":380,"description":381,"tip":382},8,"Sign before any confidential information is shared","Both parties must sign and retain a countersigned copy before the first briefing, pitch deck, or brand guideline is exchanged. Retroactive NDAs are enforceable in many jurisdictions but create evidentiary complications.","Use a timestamped eSign tool to create an auditable execution record. Store the fully-executed copy in a secure location alongside any project brief or SOW.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"Signing the NDA after the briefing has already happened","Information shared before execution may not be covered by the agreement's confidentiality obligations. Courts in several jurisdictions treat pre-signature disclosures as public information absent other protections.","Execute the NDA before the initial discovery call, pitch deck review, or brand brief is transmitted. Schedule the signing as a condition of the first meeting.",{"mistake":389,"why_it_matters":390,"fix":391},"Defining confidential information as 'everything'","Overbroad definitions are frequently struck down as unenforceable because they prevent the receiving party from using general industry knowledge they independently possessed.","Use a specific, illustrative list of categories — wireframes, UX research, conversion data, unreleased product names — followed by a reasonableness qualifier.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting sub-contractor coverage","Most web designers engage copywriters, photographers, or developers as sub-contractors. Without a clause requiring equivalent confidentiality obligations downstream, the entire protection chain breaks at the first hand-off.","Add a clause requiring the receiving party to bind all sub-contractors and employees with access to confidential information to written obligations no less restrictive than the NDA.",{"mistake":397,"why_it_matters":398,"fix":399},"No return or destruction obligation","Without this clause, the receiving party retains copies of design briefs, brand strategy documents, and analytics data indefinitely — with no contractual obligation to dispose of them after the engagement ends.","Include a specific return-or-destroy clause with a written certification requirement and a deadline of 10–15 business days from termination or request.",{"mistake":401,"why_it_matters":402,"fix":403},"Using an overly short or undefined survival period","If the NDA expires the day the project concludes, the designer is immediately free to use your unreleased brand platform or customer data — precisely when a new competitor could exploit it.","Set a survival period of at least 2 years, and 3–5 years for projects involving long-term brand strategy, product roadmaps, or proprietary UX research.",{"mistake":405,"why_it_matters":406,"fix":407},"Choosing a governing law with no connection to either party","Selecting a neutral third jurisdiction may seem strategically neutral, but courts in that jurisdiction may have no basis to exercise jurisdiction, making enforcement impractical and expensive.","Select the jurisdiction where the client or designer is domiciled or where the majority of the work will be performed. For cross-border work, specify arbitration administered by a named body (AAA, JAMS, or ICC).",[409,412,415,418,421,424,427,430,433],{"question":410,"answer":411},"What is a website design non disclosure agreement?","A website design non disclosure agreement is a legally binding contract that restricts a web designer, developer, or agency from disclosing or misusing confidential information shared during a design engagement — such as brand strategy, wireframes, unreleased product details, and customer data. It can be unilateral (client to designer only) or mutual (both parties share sensitive information). Signing one before any briefing or pitch protects both parties and sets clear expectations for how project information is handled.\n",{"question":413,"answer":414},"When should I use a website design NDA?","Use a website design NDA before sharing any non-public information with a designer or agency — including a creative brief, brand guidelines, analytics data, competitor research, or unreleased product specifications. It is also appropriate when a designer presents speculative concepts that incorporate proprietary methodology, or when you are running a competitive pitch in which multiple agencies receive the same confidential brief. Signing before the first conversation is the safest practice.\n",{"question":416,"answer":417},"What is the difference between a web design NDA and a web design contract?","A web design NDA covers only the confidentiality of information exchanged during the engagement. A web design contract (or agreement) governs the full commercial relationship — deliverables, timelines, payment terms, IP ownership, and revisions. Most engagements need both: the NDA is signed before the briefing; the design contract is signed before work begins. Relying on a design contract's confidentiality clause alone is common but risky, as that clause is typically narrower than a standalone NDA.\n",{"question":419,"answer":420},"Does a website design NDA need to be mutual?","Not necessarily. If only the client is sharing sensitive information, a unilateral NDA where only the designer is the receiving party is sufficient and simpler. A mutual NDA is appropriate when the designer will also share proprietary design systems, pricing structures, or methodology that they want protected. When in doubt, a mutual NDA creates more balanced protection and is often easier to negotiate.\n",{"question":422,"answer":423},"How long should a website design NDA last?","The agreement itself typically lasts for the duration of the project plus a defined survival period. For most web design projects, a 2–3 year confidentiality obligation after project completion is reasonable. If the project involves long-term brand strategy, product roadmaps, or proprietary UX research with ongoing commercial sensitivity, a 3–5 year survival period is more appropriate. Indefinite confidentiality obligations are generally not enforceable in most jurisdictions.\n",{"question":425,"answer":426},"Can I use a general NDA instead of a website design-specific one?","A general NDA provides the same core legal protection, but a website design-specific template includes language tailored to the categories of information exchanged in a design engagement — wireframes, brand assets, UX research, conversion data, and technical specifications. Using a purpose-built template reduces the risk of definitional gaps and makes it easier to demonstrate what was covered if a dispute arises.\n",{"question":428,"answer":429},"Is a website design NDA enforceable if signed electronically?","Yes, in most jurisdictions. Electronic signatures are legally valid under the US Electronic Signatures in Global and National Commerce Act (ESIGN), Canada's PIPEDA and provincial equivalents, the UK Electronic Communications Act 2000, and the EU eIDAS Regulation. A timestamped eSign record provides stronger evidence of execution than a scanned paper signature. Using a named eSign platform creates an auditable trail that is valuable if the agreement is ever disputed in court.\n",{"question":431,"answer":432},"What happens if a designer breaches a website design NDA?","The disclosing party can seek injunctive relief to stop ongoing disclosure immediately, claim monetary damages for losses caused by the breach, and pursue attorney's fees if the agreement includes a fee-shifting provision. Because proving exact monetary damages from a design concept disclosure is difficult, the injunctive relief clause is typically the most important remedy — it allows a court to halt misuse quickly without waiting for a full damages trial. Document all disclosures and retain copies of all materials shared to support any claim.\n",{"question":434,"answer":435},"Do I need a lawyer to draft a website design NDA?","For standard domestic engagements between a client and a single designer or agency, a professionally drafted template is generally sufficient. Engage a lawyer when the engagement is cross-border and governing law is genuinely ambiguous, when the client's IP is highly valuable and enforcement risk is material, when the designer has insisted on unusual modifications such as a residuals clause, or when the project involves regulated data such as healthcare patient information or financial customer records covered by HIPAA or GDPR.\n",[437,441,445,449],{"industry":438,"icon_asset_id":439,"specifics":440},"E-commerce and Retail","industry-ecommerce","Conversion rate data, customer journey mapping, pricing architecture, and unreleased seasonal campaign assets are routinely shared with design agencies and require explicit NDA coverage.",{"industry":442,"icon_asset_id":443,"specifics":444},"SaaS and Technology","industry-saas","Product roadmaps, feature specifications, UI/UX prototypes, and proprietary platform architecture shared during a redesign carry high competitive sensitivity and benefit from a technology-specific confidential information definition.",{"industry":446,"icon_asset_id":447,"specifics":448},"Healthcare and Life Sciences","industry-healthtech","Patient portal designs and health data interfaces may expose HIPAA-covered information during the design process; the NDA should reference applicable data-privacy obligations and require the designer to execute a Business Associate Agreement if PHI is involved.",{"industry":450,"icon_asset_id":451,"specifics":452},"Financial Services","industry-fintech","Client portal wireframes, transaction flow designs, and regulatory compliance documentation shared with design teams carry regulatory data-handling obligations under SEC, FINRA, or FCA rules that the NDA should acknowledge.",[454,457,460,463],{"vs":455,"vs_template_id":248,"summary":456},"General Non Disclosure Agreement","A general NDA provides broad confidentiality protection for any business relationship. A website design NDA uses the same legal framework but tailors the definition of confidential information specifically to design project materials — wireframes, brand assets, UX research, and technical specs. Use the general NDA for multi-purpose vendor relationships; use this template when the engagement is exclusively a web design project.",{"vs":232,"vs_template_id":458,"summary":459},"mutual-non-disclosure-agreement-D12699","A mutual NDA imposes confidentiality obligations on both parties symmetrically. This website design NDA is typically structured as a unilateral agreement protecting the client's disclosures to the designer. Choose the mutual form when the designer will also share proprietary methodology, pricing models, or design system components they want protected. Many agencies prefer mutual NDAs as a matter of policy.",{"vs":43,"vs_template_id":461,"summary":462},"website-design-agreement-D12768","A website design agreement governs the full commercial engagement — deliverables, milestones, payment, IP ownership, and revisions. It usually contains a confidentiality clause, but that clause is narrower and less detailed than a standalone NDA. For any project involving sensitive brand strategy or proprietary data, execute both: the NDA before the briefing and the design agreement before work begins.",{"vs":88,"vs_template_id":244,"summary":464},"An independent contractor agreement engages a freelancer for defined work and typically includes a confidentiality provision. However, its confidentiality clause is subordinate to the broader commercial terms and rarely as specific or durable as a standalone NDA. Use an independent contractor agreement to govern the work relationship and a separate website design NDA when the information being shared is particularly sensitive or voluminous.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Standard domestic engagements between a client and a single web designer or agency where the confidential information is standard brand and design data","Free","15–20 minutes",{"best_for":471,"cost":472,"time":473},"Cross-border engagements, projects involving regulated data (healthcare, financial), or when the designer requests non-standard modifications such as a residuals clause","$200–$500","1–2 days",{"best_for":475,"cost":476,"time":477},"High-value brand IP, enterprise design systems, or multi-party engagements involving several agencies and sub-contractors in multiple jurisdictions","$800–$2,500+","3–7 days",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","NDAs are governed by state contract law, which varies meaningfully. California courts apply a strict reasonableness standard and will not blue-pencil an overbroad definition — they void the clause entirely. The federal Defend Trade Secrets Act (DTSA) provides a parallel federal cause of action for trade secret misappropriation that supplements the NDA. Electronic signatures are valid under ESIGN and UETA in all 50 states.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","NDAs are enforceable across Canadian provinces under common law (civil law in Quebec). Quebec requires that contracts intended for use in the province be available in French under the Charter of the French Language. PIPEDA and provincial privacy statutes (including Quebec Law 25) impose separate obligations on how personal data collected during a design project may be handled — reference these obligations in the NDA when client data will be shared.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","NDAs are enforceable as standard contracts under English law. Post-Brexit, the UK follows its own data protection framework (UK GDPR and the Data Protection Act 2018), which may be relevant if the design project involves personal data. Courts apply a reasonableness standard to confidentiality obligations and may strike down provisions that are disproportionate in scope or duration. Electronic signatures are valid under the Electronic Communications Act 2000.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU Trade Secrets Directive (2016/943) harmonizes trade secret protection across member states and provides a statutory framework that supplements NDA rights. GDPR applies if any personal data of EU residents is shared during the design process — the NDA should reference appropriate data processing obligations or be accompanied by a Data Processing Agreement. Member state contract law governs enforceability, and courts in France, Germany, and the Netherlands may apply local reasonableness standards to the scope and duration of obligations.",[248,233,241,244,252,500,501,502,503,504,505,506],"intellectual-property-assignment-D5229","service-agreement-D12711","consulting-agreement---long-D12543","cease-and-desist-letter-D12916","team-work-agreement-D13888","confidentiality-agreement-D950","digital-marketing-plan-D12766",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":119,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":519},"confidentiality-and-nda","agreement","general","all-stages",[514,515,516,517,518],"nda","confidentiality","contract","website-design","non-disclosure",0.95,"\u003Ch2>What is a Website Design Non Disclosure Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Website Design Non Disclosure Agreement\u003C/strong> is a legally binding contract that restricts a web designer, developer, or agency from disclosing or misusing confidential information exchanged during a design engagement. It defines what counts as confidential — typically wireframes, brand guidelines, UX research, unreleased product details, analytics data, and proprietary business strategy — and imposes enforceable obligations on the receiving party to keep that information secret, use it only for the agreed project, and return or destroy it when the engagement ends. The agreement can be structured as a unilateral document protecting the client's disclosures, or as a mutual agreement when both parties share sensitive materials.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Sharing a creative brief, analytics dashboard, or unreleased product roadmap with a designer without an NDA in place means that information is contractually unprotected from the moment it leaves your hands. If the designer moves to a competitor, takes on a conflicting client, or incorporates your brand strategy into speculative work for another company, you have no enforceable basis to stop them or claim damages. Design NDAs also matter in the other direction — agencies that share proprietary design systems or pricing methodology during a pitch need protection from clients who take those materials to a lower-cost provider. Executing this agreement before the first briefing call takes under 20 minutes and creates a legally enforceable record of exactly what was shared, with whom, under what restrictions, and for how long — the precise evidence a court needs if the obligation is ever breached.\u003C/p>\n",1778773596508]