Hyper-Focused Contract Clause Generation (NDA) for Freelance Developers

**Standard Non-Disclosure Agreement (NDA) Clause for Freelance Web Development** **PROJECT:** Confidential Web Application Development for Tech Solutions Inc. **CLIENT:** Tech Solutions Inc. **FREELANCER:** [Your Freelance Name/Company] **1. Definition of Confidential Information:** "Confidential Information" shall include all information, whether oral, written, electronic, or in any other form, disclosed by Tech Solutions Inc. ("Disclosing Party") to [Your Freelance Name/Company] ("Receiving Party") in connection with the Project. This includes, but is not limited to, proprietary algorithms, source code, object code, designs, technical specifications, user data, business plans, financial information, marketing strategies, customer lists, research, development, and any other non-public information directly or indirectly related to the Disclosing Party's business or the Project. Confidential Information shall also include any information generated by the Receiving Party that incorporates or reflects any Confidential Information. **2. Obligations of Receiving Party:** The Receiving Party agrees to: a) Maintain all Confidential Information in strict confidence. b) Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent. c) Not use Confidential Information for any purpose other than for the execution of the Project. d) Use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. e) Restrict access to Confidential Information to only those employees, contractors, or agents who have a need to know it for purposes of the Project and who are bound by confidentiality obligations no less stringent than those herein. **3. Exclusions:** Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. **4. Term:** The obligations of confidentiality under this clause shall survive the termination or expiration of the Project Agreement for a period of [e.g., five (5)] years. **5. Return of Information:** Upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and all copies, summaries, or derivatives thereof.