Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] (the "Effective Date") by and between:

[COMPANY_NAME], a [STATE] corporation with its principal place of business at [COMPANY_ADDRESS] ("Disclosing Party"), and
[CLIENT_NAME], with its principal place of business at [CLIENT_ADDRESS] ("Receiving Party").

The Disclosing Party and Receiving Party may each be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Disclosing Party operates a WordPress Experts Marketplace under the brand "WordPress Masters" at [WEBSITE_URL], connecting clients with vetted WordPress professionals for services such as custom theme development, plugin creation, site optimization, and maintenance;

WHEREAS, the Receiving Party desires to engage with the Disclosing Party for the purpose of evaluating or entering into a potential business relationship, including but not limited to hiring WordPress experts, sharing project details, or collaborating on WordPress-related services (the "Purpose");

WHEREAS, in connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 Confidential Information

"Confidential Information" means any non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or in any other form, including but not limited to:

• Project details, including WordPress site architecture, custom code, plugin configurations, and theme designs.
• Pricing models, service rates, and contractor payment structures.
• Client lists, vendor lists, and contact information.
• Business strategies, marketing plans, and operational workflows specific to the WordPress marketplace.
• Technical documentation, including API integrations, database schemas, and performance optimization techniques.
• Any other information marked as "Confidential" or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

1.2 Exclusions from Confidential Information

Confidential Information does not include information that:

1. Was publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party.
2. Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.
3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
4. Is disclosed to the Receiving Party by a third party legally entitled to make such disclosure.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to:

1. Use the Confidential Information solely for the Purpose described in this Agreement.
2. Restrict disclosure of the Confidential Information to its employees, contractors, or agents who have a legitimate need to know for the Purpose and are bound by confidentiality obligations at least as restrictive as those in this Agreement.
3. Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.
4. Not reverse engineer, decompile, or disassemble any software, code, or technical materials provided as part of the Confidential Information.

3. PERMITTED DISCLOSURES

The Receiving Party may disclose Confidential Information if required to do so by law, regulation, or court order, provided that:

1. The Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure (to the extent legally permissible).
2. The Receiving Party cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy to limit the scope of disclosure.

4. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and remain in effect for a period of three (3) years, unless terminated earlier by mutual written agreement of the Parties.

The Receiving Party's obligations with respect to Confidential Information disclosed during the term of this Agreement shall survive termination for a period of five (5) years.

5. RETURN OR DESTRUCTION OF INFORMATION

Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall:

1. Immediately cease all use of the Confidential Information.
2. Return or destroy all copies of the Confidential Information in its possession or control, including any materials derived from the Confidential Information.
3. Certify in writing to the Disclosing Party that all such Confidential Information has been returned or destroyed.

6. REMEDIES FOR BREACH

The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity.

7. NON-SOLICITATION

During the term of this Agreement and for a period of twelve (12) months thereafter, the Receiving Party agrees not to directly or indirectly solicit, hire, or engage any WordPress experts, contractors, or employees introduced by the Disclosing Party without prior written consent.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in [STATE].

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether written or oral. This Agreement may only be amended or modified by a written instrument signed by both Parties.

10. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Disclosing Party:
[COMPANY_NAME]
By: ____
Name: [REPRESENTATIVENAME]
Title: [REPRESENTATIVE_TITLE]
Date: _________

Receiving Party:
[CLIENT_NAME]
By: ____
Name: ____
Title: _____
Date: _________