This Confidentiality and Non-Disclosure Agreement (NDA) is designed to protect the confidential information shared between DesignVault Studio and its clients. By engaging with our services, you agree to the terms of confidentiality outlined below.
1. Purpose
This NDA ensures that all sensitive information shared during and after the engagement with DesignVault Studio is protected. Confidential information includes proprietary details, business strategies, project plans, and any other non-public information disclosed during the course of the project.
2. Definition of Confidential Information
For the purposes of this agreement, “Confidential Information” includes, but is not limited to:
- Project details, strategies, designs, and specifications.
- Business information such as marketing plans, financial data, and business processes.
- Any data or materials provided by the client that are marked as confidential.
- All deliverables, drafts, and feedback exchanged during the project.
Confidential Information does not include information that:
- Is or becomes publicly known through no wrongful act of either party.
- Was in the possession of the receiving party before the disclosure.
- Is independently developed by the receiving party without the use of or reference to the disclosing party’s information.
3. Obligations of Confidentiality
Both parties agree to:
- Use Confidential Information solely for the purpose of fulfilling the project scope as agreed upon.
- Limit access to Confidential Information to only those employees, contractors, or agents who need it to fulfill the project requirements.
- Take reasonable measures to protect and safeguard Confidential Information from unauthorized access, use, or disclosure.
- Refrain from sharing, disclosing, or distributing Confidential Information to any third party without prior written consent from the disclosing party.
4. Duration of Confidentiality
The obligations under this NDA will remain in effect:
- For the duration of the project and for a period of (specify duration, e.g., two years) following the project’s completion.
- Indefinitely, with respect to any Confidential Information that constitutes a trade secret.
5. Exemptions to Disclosure
Disclosure of Confidential Information is permitted only in the following situations:
- If required by law, regulation, or a valid court order, in which case the disclosing party will be notified (if legally permissible) to allow them to take protective action.
- If the information is requested by regulatory or governmental authorities, in which case the disclosing party will be informed.
6. Return or Destruction of Confidential Information
Upon completion or termination of the project, or upon written request, DesignVault Studio will:
- Return all physical copies of Confidential Information to the client.
- Permanently delete any electronic copies of Confidential Information from our systems, unless required to retain them by law or for legitimate business purposes.
- Provide written confirmation that all Confidential Information has been returned or destroyed, if requested.
7. Intellectual Property Rights
This NDA does not grant either party ownership of the other party’s Confidential Information or intellectual property. Any intellectual property created by DesignVault Studio in the course of the project will remain with DesignVault Studio until the client has fulfilled all payment obligations, at which point ownership rights will be transferred as outlined in the project agreement.
8. Remedies for Breach
Both parties agree that any unauthorized disclosure of Confidential Information may result in significant harm. In the event of a breach of this NDA:
- The injured party may seek all available legal remedies, including injunctive relief and damages.
- The party responsible for the breach will be liable for any legal fees or costs incurred by the injured party in enforcing this agreement.
9. Governing Law and Jurisdiction
This NDA is governed by and construed in accordance with the laws of United Kingdom. Any disputes arising from or related to this NDA will be resolved in the courts of United Kingdom.
10. Amendments and Waivers
Any amendments to this NDA must be in writing and signed by both parties. A waiver of any provision in this NDA is not a waiver of any other provision, nor does it constitute a continuing waiver.