Apriorit Software/R&D Outsourcing Non-Disclosure Agreement (NDA) Sample
We are very concerned about our clients and potential clients' business health. Here is an example of NDA that we used to sign with our partners:
NON - DISCLOSURE AGREEMENT
Effective today, ApriorIT Inc. (hereafter referred to as "the Subcontractor") shall be an independent contracting firm, working as a software developing company for ___________________ (the "Company"). The Subcontractor's work may involve any such skills that they are fit to accomplish, including documentation, web programming, and software development.
The Subcontractor is free to accept or decline any project offered by the Company and agrees to dedicate such time as is reasonable to fulfill the duties under this letter of agreement. The term of this agreement is indefinite and may be terminated by either party with or without cause, by written notice given seven (7) business days prior to cancellation. Notwithstanding the preceding sentence, if Subcontractor is actively working on a project for the Company, Subcontractor may not terminate this agreement, as to that specific project except upon forty five (45) days prior written notice; however, if Subcontractor gives notice, this agreement shall terminate 7 business days after such notice, except as to the specific ongoing project.
The Subcontractor shall be compensated, either hourly or per project, based on a given, per project scheme reasonably agreed to before the inception of any particular project. No allowances shall be made to the Subcontractor for expenses of any kind even though incurred in connection with the Subcontractor's duties unless by prior approval from the Company given in writing.
The Subcontractor shall be an independent contractor with respect to the Company. This letter of agreement shall not render the Subcontractor partner, agent of, or joint venturer with the Company for any purpose . The Company shall not be responsible for withholding taxes with respect to employees of the Subcontractor's compensation hereunder. Employees of the Subcontractor shall have no claim against the Company for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. When corresponding with clients of Company, the subcontractor will represent himself as part of the company team.
The documentation, ideas, source code, software, copyrights, trade secrets, patents, any other intellectual property interests or improvements thereon developed or produced by the Subcontractor specifically for the Company under this letter of agreement ("Intellectual Property") shall be work made for hire, of which the Company shall be the sole owner. The Subcontractor further agrees that, to the extent required by applicable law, in the event any Intellectual Property is ever determined not to be work made for hire, the Subcontractor will, and do hereby irrevocably assign, free of any liens or encumbrances, all of the Subcontractor's worldwide right, title and interest in and to the Intellectual Property to the Company, its successors and assigns, including without limitation, any and all copyrights and all physical elements of said Intellectual Property, to have and to hold unto its successors and assigns, and this document shall be proper evidence thereof.
"Confidential Information" means any information disclosed by the company to the subcontractor, either orally or in writing. The Company may disclose to you Confidential Information. The Subcontractor shall not disclose Confidential Information to third parties without the express permission of the Company. Information designated as Confidential Information shall remain confidential until the Company designates it as non-confidential.
The Subcontractor covenants that while the Subcontractor is an independent contractor for the Company or in any other representative capacity and for a two year period from the date of Subcontractor's last contact with such person, the Subcontractor will not directly or indirectly solicit any current or former employees of the Company, that Subcontractor worked directly with pursuant to this agreement, to encourage or otherwise entice such persons to work for other entities.
The Subcontractor covenants that while the Subcontractor is an independent contractor for the Company or in any other representative capacity and for a two year period from the date of Subcontractor last contact with such person, the Subcontractor will not directly or indirectly solicit any current or former clients of the Company that Subcontractor worked directly with pursuant to this agreement to encourage or otherwise entice such persons or firms to employee the Subcontractor for any form of work.
We agree that in the event the Subcontractor breaches or threatens to breach the provisions of sections 4, 5 , 6, 7, 8 such breach or threatened breach would cause irreparable harm to the Company, and the Company shall be entitled to injunctive and other equitable relief to prevent such breach or to remedy an actual breach, in addition to any other remedies which may be available to it.
The Company warrants that it has the right and authority to enter into this letter of agreement. The Subcontractor warrants that it has the right and authority to enter into this letter of agreement, that the Subcontractor's work will be of professional quality, and that, to the best of your knowledge, any Intellectual Property the Subcontractor produces does not and will not infringe upon any patent, copyright, trade secret, or other intellectual property interest of any third party. The Subcontractor warrants that it will take all reasonable care to avoid infringing any patent, copyright, trade secret, or other intellectual property interest of any third party. Each of us agrees to defend, indemnify, and hold harmless the other from and against any liability, suits, claims, losses, damages and judgments, and shall pay all costs (including reasonable attorney's fees) and damages arising from a breach of our covenants and warranties under this letter of agreement.
The Company makes no representations or covenants with respect to future subcontracting opportunities for the Subcontractor.
This letter of agreement reflects our entire understanding and cannot be changed except in writing signed by both parties. The letter of agreement shall be governed by and construed in accordance with the laws of USA without regard to its conflict of laws rules. We agree to submit any claims or disputes arising under and in connection with this letter of agreement to binding arbitration, and such arbitration shall be under the rules of the American Arbitration Association. No failure or delay (in whole or in part) on the part of either party hereto to exercise any right or remedy hereunder will impair any such right or remedy, operate as a waiver thereof, or affect any right or remedy hereunder. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law.
If you are in agreement with all of the above, please so indicate in the space provided below and return the signed copy to us. This letter shall then constitute our agreement in the matter.
ACCEPTED AND AGREED TO:
Dennis A. Turpitka, CEO