The following is a sample Non-Disclosure Agreement that would be signed by a Contract or Freelance Data Analyst. As an analyst and engineer, I am obligated to keep the proprietary information that is shared with me, and that I produce for the client confidential. I gladly sign these and hold my honesty and integrity above all else.
This Non-Disclosure Agreement (“Agreement”) is entered into as of [Date] by and between [Freelance Data Analyst] (“Recipient”), and [Company] (“Disclosing Party”).
- The Disclosing Party desires to disclose certain proprietary and confidential information to the Recipient.
- The Recipient desires to receive and use such information for the purpose of evaluating the potential business relationship between the Disclosing Party and the Recipient.
In consideration of the promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly notify the Recipient in writing that such oral communication constituted Confidential Information.
- Exclusions from Confidential Information. Receipt of Confidential Information shall not impose any obligation on the Recipient with respect to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Recipient; (b) discovered or created by the Recipient before disclosure by Disclosing Party; (c) learned by the Recipient through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is approved for release by written authorization of the Disclosing Party.
- Obligations of Recipient. The Recipient shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Recipient shall carefully restrict access to Confidential Information to employees, contractors and third parties as is required to fulfill the Purpose and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. The Recipient shall not, without the express written approval of the Disclosing Party, use for the Recipient’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. The Recipient shall not compromise the confidentiality or proprietary nature of the Confidential Information in any way.
- Relationships with Third Parties. The Recipient shall not disclose, deliver, or otherwise make available Confidential Information to any third party without the prior written approval of the Disclosing Party. The Recipient shall not make any commitment or take any action that may bind or otherwise commit the Disclosing Party without the prior written approval of the Disclosing Party.
- Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receipient’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends written notice releasing Recipient from this Agreement, whichever occurs first.
- Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
- If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.
- The failure by either party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
- This Agreement may not be amended except in writing signed by both parties.
- Waiver of Contractual Right. The parties agree that they are entering into this Agreement without reliance on any representation or warranty except those set forth in this Agreement.
- Waiver of Claims. The parties acknowledge that they have read this Agreement, understand it, and have had an opportunity to seek legal counsel prior to signing it. The parties acknowledge that they are signing this Agreement voluntarily and with full knowledge of its significance.
- This Agreement contains the entire understanding of the parties. There are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
- This Agreement may not be assigned by either party without the written consent of the other party.
- Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Name of Data Analyst]
[Name and Title of Company Representative]