Non-Disclosure Agreement

This Non-Disclosure Agreement (the ‘Agreement’) is entered into by and between [your company name] (your name) with its principal offices in [your city, country], (‘Disclosing Party’) and Oleksandr Ivchenko located in [my city, country] (‘Receiving Party’) for the purpose of preventing the (‘unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (‘Confidential Information’).

In brief, Oleksandr Ivchenko is currently being considered as a third party provider for digital services to assist [your company name] with the workload. As part of these initial discussions it would be beneficial to disclose the names of the clients in question which needs to be kept confidential by Oleksandr Ivchenko. Any discussions in regards to client campaigns including who works with, budgets spent etc is confidential information.

Should Oleksandr Ivchenko be successful in securing a long-term position with [your company name] it is important to note all client accounts remain in the ownership of [your company name] and Oleksandr Ivchenko is not to advertise or declare publicly that they work for any of our clients. (Oleksandr Ivchenko cannot use our clients for case studies, or appear on any part of your website or advertising) Reporting, email communications or discussions with any of our clients should be done so under the [your company name] brand with no mention of Oleksandr Ivchenko.

1. 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 in 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 provide a writing indicating that such oral communication constituted Confidential Information.

2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in the strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall not contact [your company name] clients directly (all communication from Oleksandr Ivchenko is to go through [your company name] not the client whose accounts you may be working on) Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as ia reasonable required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. Receiving party agrees to not disclose any information in portfolios, as examples of work.

4. Time Periods. The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confideential Informnation in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Paerty written noticed releasing Receiving Party from this Agreement, whichever occurs first.

5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

6. Severability. If a court find any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in writing signed by both parties.

8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

9. This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party.