NON-DISCLOSURE AGREEMENT
(Client Confidentiality Agreement — Consultation)
This Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between:
[CLIENT] ("Client" or "Receiving Party").
In consideration of consultant agreeing to provide a consultation to Client, and for other good and valuable consideration, the Client agrees as follows:
1. Purpose
Consultant intends to share certain confidential and proprietary information with Client during a consultation, discussion, or related communications (the "Consultation") for the sole purpose of evaluating or receiving Consultant's advice, services, or proposals (the "Purpose"). This Agreement governs Client's use of that information.
2. Definition of Confidential Information
"Confidential Information" means any information disclosed by Consultant to Client, whether orally, in writing, electronically, or by any other means, before, during, or after the Consultation, including but not limited to:
1. Business methods, strategies, frameworks, processes, and know-how
2. Proposals, pricing, information, and plans
3. Client personal information
4. Technical data, templates, tools, and materials shared during the Consultation
5. Any other information that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
Confidential Information does not include information that: (a) is or becomes available through no fault of Client; (b) was already lawfully known to Client prior to disclosure, as shown by written records; (c) is independently developed by Client without use of the Confidential Information; or (d) is lawfully received from a third party without restriction.
3. Client's Obligations
Client agrees to:
1. Hold all Confidential Information in strict confidence and not disclose it to any third party without Consultant's prior written consent;
2. Use the Confidential Information solely for the Purpose, and not for Client's own competing benefit or the benefit of any third party;
3. Take reasonable precautions to protect the confidentiality of the information, at least as protective as those Client uses for its own confidential information;
4. Not copy, reproduce, or record any Confidential Information except as reasonably necessary for the Purpose;
5. Promptly notify Consultant in writing if Client becomes aware of any unauthorized use or disclosure of the Confidential Information.
4. Compelled Disclosure
If Client is required by law, regulation, or court order to disclose any Confidential Information, Client shall, to the extent legally permitted, provide Consultant with prompt written notice so that Consultant may seek a protective order or other appropriate remedy.
5. No License or Ownership Transfer
Nothing in this Agreement grants Client any right, title, license, or interest in or to the Confidential Information, other than the limited right to use it for the Purpose. All Confidential Information remains the sole property of Consultant.
6. Term
This Agreement is effective as of the date first written above and will remain in effect for a period of [FIVE (5)] years from that date, or until terminated by mutual written agreement. Client's confidentiality obligations under this Agreement shall survive termination and continue for so long as the information remains confidential.
7. Return or Destruction of Materials
Upon Consultant's written request, Client shall promptly return or destroy all documents, notes, and materials containing Confidential Information, and confirm such return or destruction in writing.
8. Remedies
Client acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to Consultant for which monetary damages alone may be inadequate. Accordingly, Consultant shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.
9. No Obligation to Proceed
This Agreement does not obligate either party to enter into any further business relationship, engagement, or transaction. Consultant reserves the right to decline to proceed with the Consultation at its sole discretion.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles.
11. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding the confidentiality of information disclosed during the Consultation and supersedes any prior agreements or understandings, whether written or oral, relating to the same subject matter.
ACCEPTED AND AGREED — CLIENT