1. Purpose
The Parties wish to enter into a partnership for a period of six months to collaborate on content creation and management. In connection with this partnership, the Parties will share certain confidential and proprietary information.
2. Roles and Responsibilities
Content Creator:Content development,Research,Content strategy,Brand voice
,Editing and proofreading,Managing content and updating the schedule,Engaging the audience
Content Manager:Strategic planning,Team leading,Content editing,Project management,SEO specialization,Analytics management,Advocating the brand,Curation of content
Photographer:Visual storytelling,Technical expertise,Creative direction,Project management
3. Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by one Party to the other Parties, including but not limited to business strategies, marketing plans, financial data, content ideas, intellectual property, and any other information that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.
4. Obligations of Confidentiality
Each Party agrees to:
Use the Confidential Information solely for the purpose of the partnership.
Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party.
Take all reasonable measures to protect the confidentiality of the Confidential Information, which shall be no less protective than those measures the Receiving Party uses for its own confidential information.
Not copy, reverse engineer, or otherwise use the Confidential Information for any purpose other than the purpose of the partnership.
5. Exclusions from Confidential Information
Confidential Information does not include information that:
Is or becomes publicly available without breach of this Agreement;
Is known to the Receiving Party at the time of disclosure without obligations of confidentiality;
Is rightfully received from a third party without breach of any confidentiality obligation;
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
6. Term
This Agreement shall commence on the date first written above and continue for a period of six months unless terminated earlier by mutual agreement in writing or extended by mutual agreement in writing.
7. Return of Materials
Upon termination or expiration of this Agreement, each Party shall promptly return or destroy all materials containing Confidential Information and any copies thereof.
8. No Contest Clause
Each Party agrees not to contest, challenge, or dispute the validity or ownership of any Confidential Information or intellectual property rights of the other Parties during the term of this Agreement and for [one year] thereafter.
9. No License
Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to any Confidential Information except as expressly set forth herein.
10. Remedies
The Parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief and other equitable remedies.
11. No Warranty
All Confidential Information is provided "as is." The Disclosing Party makes no warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of the Confidential Information.
12. Miscellaneous
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of KS
Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings.
Amendments: Any amendment or modification of this Agreement must be in writing and signed by all Parties.
Severability: If any provision of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect.
Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
13. Signatures
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure / Do Not Contest Agreement as of the date first above written.
