Freelancer Contract
Freelancer Contract
BY AND BETWEEN
AND
WHEREAS the First Party and the Second Party are collectively referred to as “the Parties”
and individually as “the Party”
1. PROPRIETARY INFORMATION
acknowledges that the System, the source code, object code and all System
documentation relating thereto ("Proprietary Information") are confidential and proprietary to the
Company; and Consultant agrees to use reasonable care (the same being not less than that
employed to protect Consultant's own proprietary information) to safeguard the Proprietary
Information and to prevent the unauthorized use or disclosure thereof.
For 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
Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party
shall label or stamp the materials with the word “Confidential” or some similar warning. If
Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a
writing indicating that such oral communication constituted Confidential Information.
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 Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from
the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party
with Disclosing Party’s prior written approval.
4. NON-DISCLOSURE
Consultant shall disclose or give access to Proprietary Information only to such Consultant's
employees, agents or contractors ("Consultant Personnel") having a need-to-know in connection
with Consultant's engagement and for use in connection therewith. Consultant will advise
Consultant Personnel having access to Proprietary Information of the confidential and
proprietary nature thereof.
Receiving Party shall hold and maintain the Confidential Information in strictest confidence for
the sole and exclusive benefit of the Disclosing Party. 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 nondisclosure restrictions at least as protective as
those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing
Party, use for 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 Disclosing Party, any Confidential
Information. Receiving Party shall return to Disclosing Party any and all records, notes, and
other written, printed, or tangible materials in its possession pertaining to Confidential
Information immediately if Disclosing Party requests it in writing.
6. Work Matters
Freelancer shall create and accomplish project materials and all other instructed work by
Company, as per the purposes of this Contract. Freelancer shall be given deadlines for each
instructed item. Such deadlines must be met strictly by Freelancer. Late submissions shall be
subject to deductions on Company’s payment to Freelancer. Freelancer will participate with
Company in editing and moreover reviewing the work prior to its launch. Once the work is
confirmed, Freelancer accepts responsibility for any other modes of procedure required to
accomplish in which this work is used. Company is not liable for mistakes that may happen in
the work or projects which are related to this work upon accepting the work by the Freelancer.
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