Free Editorial Service Non-Disclosure Agreement Template
Editorial Service Non-Disclosure Agreement
This Editorial Service Non-Disclosure Agreement (“Agreement”) is entered into as of [Month Day, Year] (the “Effective Date”), by and between [Your Company Name], a company organized and existing under the laws of the State of [Your State], with its principal office located at [Your Company Address] (“Disclosing Party”), and [Your Partner Company Name / Second Party], with its principal office located at [Your Partner Company Address] (“Receiving Party”). The Disclosing Party and the Receiving Party are collectively referred to as the “Parties” and individually as a “Party.”
1. Purpose
The Disclosing Party is disclosing certain confidential information to the Receiving Party for the purpose of providing editorial services (the “Purpose”).
2. Definition of Confidential Information
For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether written, verbal, electronic, or otherwise, including but not limited to:
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Business strategies, plans, or operations;
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Drafts, unpublished content, and editorial materials;
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Technical data, research, or methodologies;
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Financial information or projections;
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Client or customer lists and related data;
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Trade secrets as defined under the Uniform Trade Secrets Act or applicable law; and
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Any information designated as “Confidential” or that should reasonably be understood to be confidential due to the nature of its disclosure.
Confidential Information does not include information that:
(a) Is or becomes publicly known through no fault of the Receiving Party;
(b) Was lawfully known to the Receiving Party before disclosure by the Disclosing Party;
(c) Is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without restriction; or
(d) Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
3. Obligations of Receiving Party
The Receiving Party agrees to:
(a) Use the Confidential Information solely for the Purpose;
(b) Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party;
(c) Take all reasonable measures to protect the confidentiality of the Confidential Information, at least as stringent as those used to protect its own confidential information; and
(d) Promptly notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information.
4. Permitted Disclosures
The Receiving Party may disclose the Confidential Information only to its employees, contractors, or agents who:
(a) Need to know the Confidential Information for the Purpose;
(b) Have been advised of the confidential nature of the information; and
(c) Are bound by confidentiality obligations no less restrictive than those in this Agreement.
5. Exclusions from Confidentiality Obligations
If the Receiving Party is required by law, regulation, or valid court order to disclose any of the Confidential Information, it must provide prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.
6. Ownership of Confidential Information
All Confidential Information remains the property of the Disclosing Party. No license or right under any patent, copyright, trademark, or other intellectual property right is granted or implied by this Agreement.
7. Term and Termination
This Agreement becomes effective as of the Effective Date and shall remain in effect for a period of [two (2) years] or until terminated by either Party upon thirty (30) days’ written notice. Notwithstanding termination, the obligations of confidentiality shall survive for a period of [three (3) years] after termination or expiration of this Agreement.
8. Return or Destruction of Confidential Information
Upon termination of this Agreement or at the Disclosing Party’s written request, the Receiving Party shall promptly:
(a) Return all tangible copies of the Confidential Information; or
(b) Destroy all copies, whether in physical, electronic, or other forms, and certify such destruction to the Disclosing Party.
9. Indemnification and Remedies
The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party from and against all claims, losses, damages, or expenses arising from any breach of this Agreement by the Receiving Party.
In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall have the right to seek equitable relief, including injunctive relief, without the necessity of posting bond or proving irreparable harm, in addition to any other remedies available at law or in equity.
10. No Obligation to Proceed
Neither Party is obligated under this Agreement to enter into any further agreements or business relationships. This Agreement does not obligate the Disclosing Party to disclose any particular information.
11. No Warranty
All Confidential Information is provided “as is.” The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, or suitability of the Confidential Information for any particular purpose.
12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in [Your City, Your State].
13. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements or understandings, whether written or oral.
14. Amendments
This Agreement may not be amended or modified except in writing signed by both Parties.
15. Assignment
The Receiving Party may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Disclosing Party.
16. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
17. Waiver
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.
18. Notices
All notices or communications required under this Agreement shall be in writing and delivered to the addresses listed below or such other address as a Party may specify in writing:
Disclosing Party
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[Your Company Name]
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[Your Company Address]
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[Your Company Email]
Receiving Party
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[Your Partner Company Name / Second Party]
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[Your Partner Company Address]
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[Your Partner Company Name / Second Party Email]
19. Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed original signatures.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
DISCLOSING PARTY
[Your Company Name]
By:
[Your Name]
[Title]
[Month Day, Year]
RECEIVING PARTY
[Your Partner Company Name / Second Party]
By:
[Your Partner Name]
[Title]
[Month Day, Year]
