Non-Disclosure Agreement
Standard framework for Mutual or Unilateral Confidentiality. Protecting your Intellectual Property from Day 1.
Clauses
1. Definition of Confidential Information
"Confidential Information" means all non-public information, technical data, or know-how disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing. This includes, but is not limited to:
- Technical Data: Source code, APIs, architectural diagrams, schemas, algorithms, and security configurations.
- Business Data: Customer lists, financial reports, marketing strategies, and roadmaps.
- Access Credentials: SSH keys, API tokens, passwords, and certificates.
2. Obligations of Receiving Party
I (Usama Idrees) and my Representatives agree to:
- Hold Confidential Information in strict confidence and not disclose it to any third party without prior written consent.
- Use the information solely for the purpose of the engagement/project.
- Protect the information with the same degree of care used to protect my own confidential information (but no less than reasonable care).
- Restrict access to employees, agents, and subcontractors on a "need-to-know" basis, ensuring they are bound by written confidentiality agreements.
3. Exclusions
Confidential Information does not include info that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's information; or (d) is required to be disclosed by law (with prior notice).
4. Term
The obligations of confidentiality shall survive the termination of the engagement and remain in effect for a period of five (5) years from the date of disclosure. Trade secrets shall remain confidential in perpetuity.
5. Equitable Relief
The Receiving Party acknowledges that money damages may not be a sufficient remedy for any breach of this Agreement. Therefore, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, in addition to other remedies available at law.
6. Return & Destruction
Upon termination of the engagement or written request, the Receiving Party shall promptly (within 7 days) return or destroy all copies of Confidential Information.
Forensic Deletion Standard
Digital data is deleted using secure erase standards (NIST 800-88) to prevent forensic recovery.