Non-disclosure agreement (web design)

Web designers and developers need to know the details of a project before quoting; but their clients are often concerned about disclosing their business ideas without any form of legal protection. Those ideas usually need to be disclosed before a full web design or development contract has been executed, so the client cannot usually rely upon confidentiality clauses in the designer's or developers T&Cs of business.

That is where a specialist non-disclosure agreement can be useful, offering protection from the confidential information of clients whilst making it clear that the web designer or developer will not restricted from using its own or any public information.

This document is a variant of our one-way or unilateral NDA, designed for use in these particular circumstances.

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Non-disclosure agreement (web design) contents

Definitions: definitions.
Term: commencement of term; end of term.
Designer
confidentiality obligations:
Designer
confidentiality undertaking (permitted purpose mandatory); disclosure of confidential information by
Designer
to certain persons for permitted purpose; exceptions to
Designer
confidentiality obligations; disclosures of
Disclosor
confidential information mandated by law etc;
Designer
to stop using confidential information upon termination;
Designer
to return or destroy confidential information following termination;
Designer
confidentiality obligations after termination.
Intellectual property rights: no assignment of first party intellectual property rights; no licence or limited licence to use
Disclosor
confidential information.
Warranties: first party warranty of authority;
Designer
warranty of authority; exclusion of implied warranties and representations.
Termination: termination by either party at will.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
Equitable relief: injunctive or other equitable relief.
General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

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Version	1.5
First published	1 Sep 2016
Last updated	11 Sep 2024
Law	English law and EU law
Language	English (UK)
^†Word count	2,462
^†Template pages	6

† These figures are approximations.

Law of confidence Web design and development Agreement

Specialised non-disclosure agreements

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