Non-Disclosure Agreement

Document ID: WBL-NDA-[ID]-v1.0 Agreement Date: [DATE]

Parties

This Non-Disclosure Agreement ("Agreement") is entered into as of the Agreement Date above between:

Party A:

Webility ("Agency") [Agency Legal Name] [Registered Address, City, Province/State, Country] Email: legal@webility.local

and

Party B:

[COUNTERPARTY LEGAL NAME] ("Counterparty" or "you") [Registered Address, City, Province/State, Country] Represented by: [Name, Title] Email: [EMAIL]

Each party is referred to individually as a "Party" and collectively as the "Parties."

Background

The Parties wish to explore a potential business relationship or engagement — which may include, without limitation, a web design project, branding engagement, AI and automation build, software development, digital marketing mandate, or consulting engagement (the "Potential Engagement").

In connection with this exploration, each Party may disclose to the other Party certain non-public, proprietary, or confidential information. The Parties wish to protect such information under the terms of this Agreement.

Agreement

1. Definition of Confidential Information

"Confidential Information" means any and all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or by any other means, that:

(a) is designated or marked as "confidential," "proprietary," or with a similar designation; or (b) given the nature of the information or the circumstances of disclosure, a reasonable person would understand to be confidential.

Confidential Information includes, without limitation:

• Business plans, strategies, models, and financial projections
• Existing and prospective client lists, contracts, and pricing
• Technical data, source code, software architecture, systems design, and AI model configurations
• Trade secrets, proprietary methodologies, and know-how
• Marketing plans, campaign data, and competitive intelligence
• Personal data of employees, contractors, or end users
• Project concepts, briefs, creative direction, and unreleased designs
• Any other information the Disclosing Party identifies as confidential

2. Exclusions from Confidential Information

The obligations of this Agreement do not apply to information that the Receiving Party can demonstrate:

(a) Is or becomes publicly known through no act or omission of the Receiving Party; (b) Was already known to the Receiving Party, without restriction, at the time of disclosure, as evidenced by written records predating the disclosure; (c) Is independently developed by the Receiving Party without reference to or use of the Confidential Information; (d) Is received from a third party who is not bound by any obligation of confidentiality with respect to such information; (e) Is required to be disclosed by applicable law, regulation, stock exchange rule, or court or government order — provided that the Receiving Party:

• Provides the Disclosing Party with prompt prior written notice of such requirement (to the extent permitted by law);
• Cooperates reasonably with the Disclosing Party's efforts to seek a protective order or other appropriate relief; and
• Discloses only the minimum information required to comply.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

(a) Keep confidential all Confidential Information received from the Disclosing Party;

(b) Use Confidential Information solely for the purpose of evaluating, negotiating, or conducting the Potential Engagement, and for no other purpose whatsoever;

(c) Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information — and in any event, no less than reasonable care;

(d) Limit access to Confidential Information to those of its employees, contractors, advisors, or agents (collectively, "Representatives") who:

• Have a genuine need to know for purposes of the Potential Engagement, and
• Are bound by written confidentiality obligations at least as protective as those in this Agreement;

(e) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;

(f) Not reverse-engineer, decompile, or disassemble any Confidential Information that constitutes software, code, or technical systems;

(g) Promptly notify the Disclosing Party upon discovering any unauthorized use, disclosure, or loss of Confidential Information.

4. Responsibility for Representatives

The Receiving Party is responsible for any breach of this Agreement by its Representatives as if the breach were its own. The Receiving Party shall take all reasonable steps to ensure its Representatives comply with these obligations.

5. No License or Transfer

Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to the Disclosing Party's Confidential Information, intellectual property, or any other property. All Confidential Information remains the exclusive property of the Disclosing Party.

6. No Obligation to Disclose

Nothing in this Agreement obligates either Party to disclose any particular information, pursue any transaction, or enter into any further agreement with the other Party. Each Party reserves the right to terminate discussions at any time for any reason without liability.

7. No Obligation to Engage

This Agreement does not create any obligation on either Party to proceed with the Potential Engagement, enter into any contract, or commit any resources.

8. Term & Duration of Obligations

8.1 Term

This Agreement is effective as of the Agreement Date and continues until the earlier of:

(a) The date the Parties enter into a formal service agreement (e.g., an MSA and SOW) that supersedes this Agreement with its own confidentiality provisions; or (b) Two (2) years from the Agreement Date, unless extended in writing.

8.2 Survival of Obligations

Notwithstanding the expiry of this Agreement, confidentiality obligations with respect to trade secrets survive indefinitely. Confidentiality obligations with respect to all other Confidential Information survive for three (3) years from the date of disclosure.

9. Return or Destruction of Confidential Information

Upon request by the Disclosing Party, or upon termination of this Agreement (whichever comes first), the Receiving Party shall promptly:

(a) Return all Confidential Information in its possession, including all copies, extracts, and summaries, to the Disclosing Party; or (b) Certify in writing that all such Confidential Information has been permanently destroyed.

Notwithstanding the foregoing, the Receiving Party may retain Confidential Information to the extent required by applicable law or its standard document retention policies, provided such information remains subject to this Agreement.

10. Remedies

The Receiving Party acknowledges that:

(a) A breach or threatened breach of this Agreement would cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy;

(b) The Disclosing Party is entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of proving actual damages and without the requirement to post a bond or other security, in addition to all other legal remedies available; and

(c) These remedies are cumulative and not exclusive of any other rights or remedies available under this Agreement, at law, or in equity.

11. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, neither Party shall, directly or indirectly:

• Solicit, recruit, hire, or engage any employee or contractor of the other Party who was involved in discussions relating to the Potential Engagement;
• Attempt to induce any such person to leave their position or engagement with the other Party.

This restriction does not apply to general public job postings that are not specifically targeted at the other Party's personnel.

12. Mutual Nature

This Agreement is mutual and bilateral. Both Parties may serve as Disclosing Party and Receiving Party, and the obligations of this Agreement apply equally to both Parties with respect to each other's Confidential Information.

13. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [Province/State, Country — e.g., Province of Quebec, Canada], without regard to its conflict of law principles.

Any dispute arising out of or relating to this Agreement that the Parties are unable to resolve amicably shall be subject to the exclusive jurisdiction of the courts of [City, Province/State, Country].

14. General Provisions

14.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions and understandings relating to confidentiality in connection with the Potential Engagement.

14.2 Amendments: This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties.

14.3 Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce such provision in the future.

14.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

14.5 Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or transfer of substantially all assets.

14.6 Counterparts & Electronic Signatures: This Agreement may be executed in counterparts. Electronic signatures (including DocuSign, PandaDoc, HelloSign) are deemed valid and binding. PDF copies of signed originals shall be deemed originals.

14.7 No Partnership: Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between the Parties.

Signature Block

By signing below, the Parties agree to the terms of this Non-Disclosure Agreement as of the Agreement Date.

Webility LLC (Party A)

Signature: ___________________________

Name: ___________________________

Title: ___________________________

Date: ___________________________

[COUNTERPARTY LEGAL NAME] (Party B)

Signature: ___________________________

Name: ___________________________

Title: ___________________________

Date: ___________________________

Appendix A — NDA Usage Guide (Internal — Remove Before Sending)

When to use this NDA vs. the MSA confidentiality clause:

Instructions for use:

1. Fill in: Agreement Date, Counterparty name, address, contact name and email, document ID
2. Fill in: Governing law jurisdiction (Section 13) — match your Agency's registered location
3. Send via DocuSign or PandaDoc for electronic signature
4. File the signed copy in the client/prospect folder immediately
5. Once a full MSA+SOW is signed, note in the file that the NDA is superseded

Webility — WBL-NDA-[ID]-v1.0 | This document should be reviewed by a qualified legal professional before use.