WEBSITE DESIGN NON-DISCLOSURE AGREEMENT
I. THE PARTIES. This Website Design Non-Disclosure Agreement, hereinafter known as the
“Agreement”, created on the ___ day of _________________________, 20___ is by and
between _________________________, hereinafter known as the “1
st
Party”, and
_________________________, hereinafter known as the “2
nd
Party”, and collectively known as
the “Parties”.
WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure
of the confidential and proprietary information regarding the development and design of a
website, hereinafter known as the “Website Design”. The Parties agree as follows:
II. TYPE OF AGREEMENT. Check One (1)
☐ - Mutual – This Agreement shall be Mutual, whereas, the Parties shall be prohibited from
disclosing confidential and proprietary information that is to be shared between one another in
an effort to develop the Website Design.
☐ - Unilateral – This Agreement shall be Unilateral, whereas, the 1
st
Party shall have sole
ownership of the Website Design with the 2
nd
Party being prohibited from disclosing confidential
and proprietary information that is to be released by the 1
st
Party in an effort to develop the
Website Design.
III. DEFINITION. For the purposes of this Agreement, the term “Confidential Information” shall
include, but not be limited to, software and website products, website source code or any
related codes in all formats, business plans, financial statements, customers or users, analytical
data, documentation, and correspondences that have not otherwise been made publicly
available.
However, Confidential Information does not include:
(a) information generally available to the public;
(b) widely used programming practices or algorithms;
(c) information rightfully in the possession of the Parties prior to signing this Agreement;
and
(d) information independently developed without the use of any of the provided
Confidential Information.
IV. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential
Information in the strictest of confidence at all times and to their agents, employees,
representatives, affiliates, and any other individual or entity that is on a “need to know” basis. If
any such Confidential Information shall reach a third (3
rd
) party or become public, all liability will
be on the Party that is responsible. Neither Party shall, without the written approval of the other
Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either
Party shall be bound to return any and all materials to the Requesting Party within ____ days.
