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已发布大约 15 年前

$30-500 USD

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we are advertiseing for people? ? that want to put their ads/pictures/names/ect.., on our website. All ads will link to their specific web page or their contact information.? ## Deliverables NON-DISCLOSURE AGREEMENT This AGREEMENT is made by and between ____________________. (the "Company") and _______________ (the "Recipient") effective as of ______________, 1997. Project Reference: Information related, but not limited to, development projects and assignments to be performed by the Recipient for the Company. The Company possesses competitively valuable Confidential Information (as hereinafter defined) regarding its current products, future products, research and development, and general business operations. Recipient may enter or has entered into a business relationship with the Company and in connection therewith may need to review or use the Company's Confidential Information and Materials or to create new Confidential Information and Materials for the Company. In consideration of the promises and covenants contained in this Agreement and the disclosure of Confidential Information and Materials from the Company to the Recipient, the parties hereto agree as follows: 1. Confidential Information and Materials (a) "Confidential Information" shall mean any nonpublic information that the Company specifically marks and designates, either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as confidential or which the Recipient creates or produces in the course of performing services for the Company. "Confidential Information" includes, but is not limited to, product schematics or drawings, descriptive material, specifications, software (source code or object code), sales and customer information, the Company's business policies or practices, information received from others that the Company is obligated to treat as confidential, and other materials and information of a confidential nature. (b) "Confidential Information" shall not include any materials or information which the Recipient shows: (i) is at the time of disclosure generally known by or available to the public or became so known or available thereafter through no fault of the Recipient; or (ii) is legally known to the Recipient at the time of disclosure by the Company; or (iii) is furnished by the Company to third parties without restriction; or (iv) is furnished to the Recipient by a third party who legally obtained said information and the right to disclose it; or (v) is developed independently by the Recipient either before or after the term of the Recipient’s engagement as a consultant or independent contractor to the Company where the Recipient can document such independent development. (c) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation drawings, schematics, written or printed documents, computer disks, tapes, and compact disks (CD), whether machine or user readable. 2. Restrictions (a) Recipient shall not disclose any Confidential Information to third parties without the prior written authorization of the Company. Notwithstanding the foregoing, Recipient shall not at any time disclose to any third party any Confidential Information comprising a trade secret of the Company or any Confidential Information of any other party to whom the Company owes an obligation. However, Recipient may disclose Confidential Information in accordance with judicial or other governmental orders, provided Recipient shall give the Company reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. (b)Recipient shall not use any Confidential Information or Confidential Materials of the Company for any purposes except those expressly contemplated hereby or as authorized by the Company. (c) Recipient shall take reasonable security precautions, which shall in any event be as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Recipient may disclose Confidential Information or Confidential Materials only to Recipient's employees or consultants on a need-to-know basis. Recipient shall instruct all employees given access to the information to maintain confidentiality and to refrain from making unauthorized copies. Recipient shall maintain appropriate written agreements with its employees, consultants, parent, subsidiaries, affiliates or related parties, who receive, or have access to, Confidential Information sufficient to enable it to comply with the terms of this Agreement. (d) Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Recipient's business relationship with the Company, and only as otherwise provided hereunder. Recipient agrees to segregate all such Confidential Materials from the confidential materials of others to prevent commingling. 3. Rights and Remedies (a) Recipient shall notify the Company immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Recipient, and will cooperate with the Company in every reasonable way to help the Company regain possession of the Confidential Information and/or Confidential Materials and prevent further unauthorized use or disclosure. (b) Recipient shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials then in Recipient's possession or control at the Company's request or, at the Company's option, certify destruction of the same. (c) Recipient acknowledges that monetary damages may not be a sufficient remedy for damages resulting from the unauthorized disclosure of Confidential Information and that the Company shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. (d) The Company may visit Recipient's premises, with reasonable prior notice and during normal business hours, to review Recipient's compliance with the terms of this Agreement. 4. Miscellaneous (a) All Confidential Information and Confidential Materials are and shall remain the sole and exclusive property of the Company. By disclosing information to Recipient, the Company does not grant any express or implied right to Recipient to or under the Company patents, copyrights, trademarks, or trade secret information. (b) All Confidential Information and Materials are provided "AS IS" and the Company makes no warranty regarding the accuracy or reliability of such information or materials. The Company does not warrant that it will release any product concerning which information has been disclosed as a part of the Confidential Information or Confidential Materials. The Company will not be liable for any expenses or losses incurred or any action undertaken by the Recipient as a result of the receipt of Confidential Information or Confidential Materials. The entire risk arising out of the use of the Confidential Information and Confidential Materials remains with the Recipient. (c) Recipient agrees that it shall adhere to all U.S. Export Administration laws and regulations and shall not export or re-export any technical data or products received from the Company or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration Regulations unless properly authorized by both the Company and the U.S. Government. (d) This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. (e) None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Company, its agents, or employees but only by an instrument in writing signed by an authorized officer of the Company. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of this Agreement shall not constitute waiver of such provision or any other provisions of this Agreement. (f) If any action at law or in equity is necessary to enforce or interpret the rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. (g) This Agreement shall be construed and governed by the laws of the State of Illinois, and both parties further consent to jurisdiction by the state and federal courts sitting in the State of Illinois. (h) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law. (i) All obligations created by this Agreement shall survive change or termination of the parties' business relationship. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the date first set forth above. Party 1 By: ________________________________________ Name______________________________________ Title: _____________________________________ Date: _________________ Party 2 By: ________________________________________ Name: ______________________________________ Title: _____________________________________ Date: _________________ Confidential Disclosure Agreement: This Agreement is entered into this ___ day of ________, 200__ by and between ______________________ with offices at _____________________ (hereinafter "Recipient") and ______________________, with offices at _____________________ (hereinafter "Discloser"). WHEREAS Discloser possesses certain ideas and information relating to __________________ that is confidential and proprietary to Discloser (hereinafter "Confidential Information"); and WHEREAS the Recipient is willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purpose of _______________________; NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the parties agree as follows: 1. Disclosure. Discloser agrees to disclose, and Receiver agrees to receive the Confidential Information. 2. Confidentiality. 2.1 No Use. Recipient agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above. 2.2 No Disclosure. Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient's employees having a need for disclosure in connection with Recipient's authorized use of the Confidential Information. 2.3 Protection of Secrecy. Recipient agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons. 3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and the Recipient shall have no obligation with respect to such information where the information: (a) was known to Recipient prior to receiving any of the Confidential Information from Discloser; (b) has become publicly known through no wrongful act of Recipient; (c) was received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information; (d) was independently developed by Recipient without use of the Confidential Information; or (e) was ordered to be publicly released by the requirement of a government agency. 4. Ownership of Confidential Information. Recipient agrees that all Confidential Information shall remain the property of Discloser, and that Discloser may use such Confidential Information for any purpose without obligation to Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information. 5. Term and Termination. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential. 6. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) Discloser, its successors, and assigns; and (b) Recipient, its successors and assigns. IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first written above. Party 1 By: ________________________________________ Name______________________________________ Title: _____________________________________ Date: _________________ Party 2 By: ________________________________________ Name: ______________________________________ Title: _____________________________________ Date: _________________
项目 ID: 3600795

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