Non‑Disclosure Agreement (NDA)

1. Purpose

This Non‑Disclosure Agreement (“Agreement”) establishes the mutual understanding between HTMLBasket (“Receiving Party”) and the Client/Partner (“Disclosing Party”) to protect confidential business, technical, and creative information exchanged during collaboration or service engagement.

2. Definition of Confidential Information

“Confidential Information” includes but is not limited to project briefs, source code, proprietary processes, client lists, design assets, financial data, login credentials, pricing, and all non‑public materials disclosed in written, verbal, or electronic form.

Confidential Information also includes any data labeled or reasonably understood as confidential by its nature or context.

3. Obligations of Receiving Party

• Use Confidential Information solely for performing agreed services or evaluating potential collaboration.
• Maintain confidentiality with the same degree of care as used for its own sensitive data (but not less than reasonable care).
• Disclose such information only to employees, contractors, or agents who need to know and are bound by similar confidentiality obligations.
• Immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure.

4. Exclusions from Confidentiality

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement.
• Was lawfully known to the Receiving Party prior to disclosure.
• Is independently developed without use of the Disclosing Party’s information.
• Is required to be disclosed by law, court order, or regulatory authority (with prior notice when permitted).

5. Term & Duration

This Agreement begins upon the first disclosure of confidential information and continues for the duration of the business relationship plus an additional three (3) years after termination, unless otherwise extended in writing.

6. Ownership of Information

All confidential information remains the sole property of the Disclosing Party. No license or ownership rights are granted under this Agreement, except as necessary for performing the services under a separate contract or agreement.

7. Return or Destruction

Upon written request or termination of the relationship, the Receiving Party shall promptly return or securely destroy all copies of confidential materials, including digital backups, within 10 business days, and confirm destruction in writing upon request.

8. Breach & Remedies

Any unauthorized disclosure or misuse of confidential information may cause irreparable harm to the Disclosing Party. In such cases, the Disclosing Party may seek equitable relief (including injunctions) in addition to any other remedies available under law.

9. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with applicable laws of the client’s jurisdiction or, where mutually agreed, the laws of Delaware, USA. Both parties consent to the exclusive jurisdiction of competent courts in that region.

10. General Provisions

• This Agreement represents the entire understanding regarding confidentiality between the parties and supersedes prior communications.
• Modifications must be in writing and signed by both parties.
• Invalid or unenforceable provisions shall not affect the remaining terms.
• Neither party may assign this Agreement without the other’s written consent, except to a successor entity.

11. Contact

For any NDA‑related queries or formal agreements, please contact HTMLBasket at [email protected].