Freelancer NDA Agreement

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated claims under applicable law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

6.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 6.2 M&A Exception. Notwithstanding Section 6.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 6.3 Void Assignment. Any purported assignment in violation of this Section is void. 6.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

7.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 7.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 7.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 7.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

8.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 8.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 8.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

9.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 9.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 9.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 9.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

11.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 11.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

(a) Definition. "Confidential Information" means all non-public information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing, electronically, or by inspection of tangible objects, that is designated as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: business plans, strategies, and forecasts; financial information; customer and vendor lists; source code and technical data; proprietary methodologies and processes; and trade secrets. (b) Obligations. The Receiving Party shall: (i) hold all Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except as permitted by this Agreement; (iii) not use Confidential Information for any purpose other than the purposes of this Agreement; and (iv) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. (c) Storage and Access. Receiving Party may store Confidential Information in one or more geographic regions, provided that: (i) all storage locations maintain security standards consistent with industry best practices; (ii) Receiving Party provides Disclosing Party with written notice of the regions where Confidential Information may be stored, upon request; and (iii) if Disclosing Party objects to storage in a particular region for compliance or legal reasons, Receiving Party shall not store Disclosing Party's Confidential Information in that region. (d) AI/ML Training and Service Improvement. Notwithstanding the restrictions in subsection (b), Provider (when acting as Receiving Party) may use Confidential Information provided by Client to train artificial intelligence or machine learning models, or to improve Provider's services, provided that: (i) Provider first anonymizes or aggregates such information such that it cannot be attributed to Client or any individual; and (ii) Client has not exercised the opt-out right described in subsection (e). (e) AI/ML Opt-Out. Client may opt out of Provider's use of Client's Confidential Information for AI/ML training or service improvement by providing written notice to Provider at Provider AI Opt-Out Contact Email. Upon receipt of such notice, Provider shall cease using Client's Confidential Information for such purposes within AI Opt-Out Effective Period (Business Days) business days and shall not use any Confidential Information disclosed by Client after the effective date of the opt-out for AI/ML training or service improvement.

EXCEPTIONS TO CONFIDENTIALITY OBLIGATIONS Confidential Information does not include information that: (a) Public Domain. Is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) Prior Knowledge. Was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records predating such disclosure; (c) Third-Party Disclosure. Is rightfully received by the Receiving Party from a third party who is not, to the Receiving Party's knowledge after reasonable inquiry, under any obligation of confidentiality with respect to such information; (d) Independent Development. Is independently developed by the Receiving Party without use of, reference to, or reliance upon the Disclosing Party's Confidential Information, as evidenced by competent written records; (e) Required Disclosure. Is required to be disclosed by the Receiving Party pursuant to applicable law, regulation, court order, subpoena, or order of a governmental or regulatory authority, provided that the Receiving Party: (i) to the extent legally permitted, promptly notifies the Disclosing Party in writing before making such disclosure to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy; (ii) reasonably cooperates with the Disclosing Party in seeking such protective order or remedy, at the Disclosing Party's expense; and (iii) discloses only the minimum Confidential Information legally required. The burden of proving that any information falls within one of the exceptions set forth in subsections (a) through (d) rests with the Receiving Party.

(a) Effective Date and Term. This Agreement is effective as of Effective Date (the "Effective Date") and shall continue in effect for a period of Initial Term (Years) year(s) from the Effective Date, unless earlier terminated by either party upon 30 days' prior written notice to the other party. (b) Survival of Confidentiality Obligations. Notwithstanding the termination or expiration of this Agreement, the obligations of the Receiving Party with respect to Confidential Information disclosed during the term of this Agreement shall survive and continue as follows: (i) for Confidential Information that constitutes a trade secret under applicable law, the obligations shall survive indefinitely for as long as such information remains a trade secret; and (ii) for all other Confidential Information, the obligations shall survive for a period of 3 years following the termination or expiration of this Agreement. (c) Return or Destruction of Confidential Information. Within 30 days after the termination or expiration of this Agreement, or upon Disclosing Party's written request at any time, Receiving Party shall, at Disclosing Party's election: (i) return to Disclosing Party all Confidential Information in tangible form (including all copies, notes, and derivatives); or (ii) destroy all such Confidential Information and certify such destruction in writing to Disclosing Party. Notwithstanding the foregoing, Receiving Party may retain Confidential Information: (A) in archived computer system backups created in the ordinary course of business, provided such Confidential Information remains subject to the confidentiality obligations of this Agreement; or (B) to the extent required by law, regulation, or legal process, provided Receiving Party provides written notice to Disclosing Party of such retention requirement. (d) Cross-Reference. The timeline for return or destruction specified in subsection (c) applies upon termination or upon request. Receiving Party's obligation to return or destroy applies to all copies, including electronic copies, except as specified for backup systems and legal retention requirements.

RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION (a) Obligation to Return or Destroy. Upon the termination or expiration of this Agreement, or at any time upon the Disclosing Party's written request, the Receiving Party shall, at the Disclosing Party's election: (i) promptly return to the Disclosing Party all documents, materials, and other tangible items containing, reflecting, or derived from the Disclosing Party's Confidential Information, including all copies, reproductions, summaries, analyses, and extracts thereof, in whatever form or medium; or (ii) securely destroy all such materials and confirm such destruction in writing as provided below. (b) Certification of Destruction. If the Disclosing Party elects destruction under subsection (a)(ii), the Receiving Party shall, within 30 days after the request, provide the Disclosing Party with a written certification signed by an officer of the Receiving Party (or, if the Receiving Party is an individual, by the Receiving Party) certifying that all Confidential Information and copies thereof have been destroyed and that the Receiving Party retains no copies in any form or medium. (c) Electronic and Backup Materials. The Receiving Party's obligation to return or destroy Confidential Information includes all electronic files, emails, documents stored on cloud services, network drives, portable storage devices, and mobile devices. The Receiving Party shall use commercially reasonable efforts to delete or remove Confidential Information from its backup systems, archives, and disaster-recovery systems; provided, however, that the Receiving Party shall not be required to delete Confidential Information from such systems if doing so would require extraordinary measures or materially disrupt the Receiving Party's standard backup and archival processes. Any Confidential Information retained in backup systems remains subject to the confidentiality obligations under this Agreement. (d) Legally Required Retention. Notwithstanding subsections (a)–(c), the Receiving Party may retain copies of Confidential Information to the extent required by applicable law, regulation, or legal hold; provided that any such retained Confidential Information shall remain subject to the confidentiality obligations of this Agreement and shall be securely destroyed when the legal requirement expires.

(a) Acknowledgment of Irreparable Harm. The Receiving Party acknowledges and agrees that: (i) the Disclosing Party's Confidential Information is valuable, proprietary, and confidential; (ii) a breach or threatened breach of the confidentiality obligations under this Agreement may cause the Disclosing Party immediate and irreparable harm for which monetary damages alone would be an inadequate remedy; and (iii) the Disclosing Party is entitled to seek equitable relief, including injunctive relief and specific performance, to prevent or restrain any such breach or threatened breach. (b) Right to Equitable Relief. In the event of a breach or threatened breach of the confidentiality obligations under this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, without the necessity of posting a bond and without the necessity of proving actual damages or the inadequacy of monetary damages. (c) Relationship to Arbitration. Notwithstanding any arbitration clause or alternative dispute resolution provision in this Agreement, either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent or restrain a breach or threatened breach of the confidentiality obligations. Such equitable proceedings may be commenced prior to or during arbitration, and the commencement of such proceedings shall not constitute a waiver of the right to arbitrate. Any final determination of the underlying dispute (including entitlement to permanent injunctive relief and damages) shall be resolved through arbitration, if an arbitration clause applies, or otherwise in accordance with the dispute resolution provisions of this Agreement. (d) Attorneys' Fees. In any action or proceeding to enforce the confidentiality obligations of this Agreement or to obtain equitable relief for breach thereof, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs of investigation, and other litigation costs from the non-prevailing party.