The Website Design Non-Disclosure Agreement is a legal agreement meant to protect Confidential or Proprietary Information against any third party competitors during the development phases of a website. Web developers and designers usually develop shortcuts or coding tricks to help make their work easier. These shortcuts and skills are of economic value to them, and they regard them as Trade secrets; hence they may require that the information is kept as such. This Agreement only protects the designer/developers’ trade secrets but not the client’s secrets.
Benefits of Signing an NDA
- An NDA offers you protection when sharing Confidential or Proprietary Information.
- The Receiving Party acknowledges upon signing the Agreement that they shall uphold the confidentiality of the information and agree not to disclose it without the consent of the disclosing party.
- A website Design Non-Disclosure ensures that any codes or methods regarded as Trade secrets disclosed to the Receiving Party are secure.
- If the Receiving Party discloses the Trade secrets and you incur any damages, an NDA helps in facilitating any claims.
What is Contained in a Website Design NDA?
- Parties to the Agreement, i.e., the Disclosing Party and the Receiving Party
- Definition of Confidential Information
- Exclusions from confidentiality
- Obligations of the Receiving party
- Duration of the Agreement
Miscellaneous terms of the Agreement are usually included at the end of NDAs. These may include matters such as:
- The state laws that shall be enforced in the event of a breach in the Agreement
- Whether arbitration shall be applied in the event of a dispute or
- Should the principal party in a dispute be awarded attorney’s fees?
Website Design Non-Disclosure Agreement Template
All Website Design Non-Disclosure must have the names of the parties involved in the Agreement, i.e., the Disclosing Party- the person/company disclosing the information and the Receiving Party- the recipient of the Confidential Information.
This Website Design Non-Disclosure Agreement, herein referred to as “the Agreement” for this Agreement, created on___ day of , 20_ is by and between ________, herein referred to as “the Disclosing Party”, and _ referred to as the “Receiving Party,” collectively referred to as “Parties.”
i. Definition of Confidential Information
All Non-Disclosure Agreements must clearly state what is to be considered as Confidential or Proprietary Information. Thereby establishing the boundaries of the disclosure without actually disclosing any “Confidential Information.”
Example in a clause:
“Proprietary Information” or “Confidential Information” shall include all information and material that has an economic value in the business in which the Designer or Client is engaged in. If either party discloses the “Proprietary Information” in writing, that party shall, in writing, outline or stamp the provisions with the word “Confidential” or use any similar warnings. Consequently, if the “Proprietary Information” is transmitted orally, the party disclosing the information shall also, in writing, state that such oral communications constituted Proprietary Information.
ii. Exclusion from Confidentiality
The Receiving Party is excluded from making sure that the information obtained remains confidential if the receiving party received the information before signing any agreement with the disclosing party or if the information is already known to the public before disclosure.
Example in Clause:
The Receiving Party shall be exempted from keeping any information that is already in public as confidential and shall not be held accountable for any loss caused by such information
iii. Obligations of the Receiving Party
All website non-disclosure agreements must state the responsibilities of the Receiving Party upon signing the Agreement.
iv. Duration of the Agreement
Duration of the Agreement is the period in which the Agreement shall remain in effect. The Receiving Party has the mandate to uphold the Agreement for as long as the Agreement lasts.
When writing a Website Design Non-Disclosure Agreement, you should make clear the type of relationship the Agreement instituted by the Agreement, if any. This is to help you avoid any claims that may arise should the Receiving Party misunderstand the Agreement.
Example in a clause:
This Agreement shall not be considered to institute either party in this Agreement, a partner, Joint venture, or Operative of the other party for any purpose of any kind.
You cannot amend any clause in the Agreement without written consent from both parties. You must make sure to include a clause that prohibits either party from making any changes to the Agreement when drafting a Website Design Non-Disclosure Agreement.
The Receiving Party is bound by this Agreement to indemnify the Disclosing Party against any losses, claims, or expenses incurred or suffered as a result of receiving a party’s breach of this Agreement.
This Clause shows the acknowledgment of both parties towards the document they have signed. It authenticates the version you are signing as the legal version and underwrites all other agreements made before signing the Agreement.
ix. Choice of Law
When writing a Website Design Non-Disclosure Agreement, you are free to choose any state’s law that shall govern the Agreement irrespective of where you are based.
Example in a clause:
The legitimacy, interpretation, construction, and performance of this Agreement shall be governed by laws of the State of______________, without giving effect to the principle of conflict laws.
This provision states that; in the event of a legal battle over the Agreement and it is ruled by the court that a section of the Agreement is invalid, that section can be cut out and the rest of the Agreement remains valid
xi. The advice of Counsel
Both parties recognize that in signing this Agreement, they shall be bound to the terms and provisions of this Agreement. Both Parties also acknowledge that they have read and understood the Agreement.