Non-disclosure agreement

To ensure the client’s confidentiality, Wordy and all Wordy copy-editors agree to work under the following non-disclosure agreement:

Non-disclosure Agreement for Wordy Editors

This Non-disclosure Agreement (the ‘Agreement’) is entered into by and between the principal offices at Wordy (‘Disclosing Party’) and you as a Wordy editor (‘Receiving Party’) for the purpose of preventing the unauthorised 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’).

1. Definition of Confidential Information

For the 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 the Disclosing Party and its clients are engaged.

2. Exclusions from Confidential Information

The 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 the Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or the Disclosing Party’s representatives; or (d) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval.

3. Obligations of Receiving Party

The Receiving Party shall hold and maintain Confidential Information in the strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement.

The Receiving Party shall not, without the prior written approval of the Disclosing Party, use for the 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 the Disclosing Party, any Confidential Information.

The Receiving Party shall immediately return to the Disclosing Party any and all records, notes and other written, printed or tangible materials in its possession pertaining to Confidential Information if the Disclosing Party requests it in writing.

4. Time periods

The non-disclosure provisions of this Agreement shall survive the termination of this Agreement, and the Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret.

5. Relationships

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

6. Severability

If a court finds 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 and 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. This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorised representative.

9. Contact

If you have any questions or concerns about this Non-disclosure agreement, contact us at [email protected].