Contractor NDA template.

Background

Redactorr wishes to engage the Contractor to provide services described as {{SERVICES}}(“Services”).

In connection with those Services, the Contractor will have access to confidential and proprietary information belonging to Redactorr, including source code, product architecture, detection methodologies, and business information. This Agreement governs how the Contractor must handle that information.

Confidential Information

2.1 Definition.“Confidential Information” means all information Redactorr discloses or makes accessible to the Contractor, whether disclosed before or after the Effective Date, including:

• source code, software, scripts, and technical documentation
• product architecture, system design, and detection pipeline methodology
• detection research, evaluation materials, and related technical artifacts
• product roadmaps, feature specifications, and design files
• business plans, financial information, pricing, and customer data
• security architecture, credentials, and access tokens
• any other information that is or would reasonably be understood to be confidential

2.2 Exclusions. Confidential Information does not include information that:

• is publicly known at the time of disclosure through no breach by the Contractor
• was already known to the Contractor before disclosure, as evidenced by written records
• is independently developed by the Contractor without use of Redactorr's Confidential Information
• is received from a third party not under a confidentiality obligation to Redactorr
• is required to be disclosed by law or court order, provided the Contractor gives Redactorr reasonable prior written notice and cooperates with Redactorr's efforts to seek a protective order

Obligations of the Contractor

3.1 Confidentiality. The Contractor will:

• keep all Confidential Information strictly confidential
• not disclose it to any third party under any circumstances without Redactorr's prior written consent
• use it only for the purpose of performing the Services for Redactorr
• protect it using at least the same degree of care as the Contractor uses to protect its own most sensitive confidential information, but in no case less than reasonable care

3.2 No personal use or competitive use. The Contractor will not use Confidential Information for personal benefit, for any purpose outside the Services, or to develop any product or service that competes with Redactorr.

3.3 Permitted subcontractors.The Contractor may not disclose Confidential Information to any subcontractor or third party without Redactorr's prior written consent for each such disclosure.

3.4 Security. The Contractor will:

• store Confidential Information only on devices and systems with appropriate security controls
• not store Confidential Information on shared, public, or unencrypted storage
• promptly notify Redactorr if the Contractor becomes aware of any actual or suspected unauthorised access to or disclosure of Confidential Information

3.5 No retention. The Contractor will not copy, reproduce, extract, or retain any Confidential Information beyond what is strictly necessary to perform the Services.

Intellectual Property

4.1 Work product belongs to Redactorr.All work product, deliverables, code, designs, documentation, and other materials created by the Contractor in connection with the Services (“Work Product”) are and will be the exclusive property of Redactorr.

4.2 Assignment. To the extent any Work Product does not automatically vest in Redactorr, the Contractor irrevocably assigns to Redactorr all right, title, and interest in and to the Work Product, including all intellectual property rights.

4.3 Moral rights.To the extent permitted by law, the Contractor consents to any act or omission by Redactorr that would otherwise infringe the Contractor's moral rights in the Work Product.

4.4 Pre-existing IP.The Contractor retains ownership of any tools, libraries, frameworks, or other materials the Contractor owned before the Effective Date (“Contractor IP”), provided the Contractor discloses that Contractor IP to Redactorr before use. If Contractor IP is incorporated into Work Product, the Contractor grants Redactorr a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and distribute that Contractor IP as incorporated.

Term and Duration

5.1 Engagement period.This Agreement covers the period of the Contractor's engagement, commencing on the Effective Date and ending on the later of: (a) the completion of the Services; or (b) written notice of termination by either Party.

5.2 Confidentiality obligations survive.The Contractor's obligations of confidentiality under this Agreement continue for {{TAIL - e.g., "5 years"}} after the end of the engagement, and indefinitely for any Confidential Information that constitutes a trade secret.

Return and Destruction of Materials

Within 5 business days of the end of the engagement, or on written request by Redactorr, the Contractor will:

• return to Redactorr all materials, devices, and documents (physical and electronic) containing Confidential Information
• permanently delete all copies of Confidential Information from the Contractor's devices and systems
• provide Redactorr with written certification of that deletion upon request

No Licence or Other Rights

Nothing in this Agreement grants the Contractor any licence in Redactorr's intellectual property beyond the right to use Confidential Information to perform the Services. The Contractor acquires no other rights in Redactorr's technology, brand, or IP.

Representations

The Contractor represents and warrants that:

• the Contractor is free to enter into this Agreement and is not subject to any existing obligation that conflicts with it
• the Contractor has not been engaged and is not currently engaged by a direct competitor of Redactorr without Redactorr's prior written consent
• the Services and any Work Product delivered to Redactorr will not infringe any third party's intellectual property rights

Remedies

The Contractor acknowledges that any breach of this Agreement will cause Redactorr irreparable harm for which monetary damages would be inadequate. Redactorr is entitled to seek injunctive or other equitable relief for any actual or threatened breach, in addition to any other remedies available at law or in equity, without posting a bond or proving actual damages.

General

10.1 Entire agreement. This Agreement, together with any executed services agreement or statement of work, constitutes the entire agreement between the Parties regarding confidentiality and intellectual property.

10.2 Amendments. Amendments require written agreement signed by both Parties.

10.3 Severability. Invalid or unenforceable provisions do not affect the remaining provisions.

10.4 No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

10.5 Independent contractor. Nothing in this Agreement creates an employment relationship. The Contractor is an independent contractor and is responsible for their own tax obligations.

10.6 Counterparts. This Agreement may be signed in counterparts, including by electronic signature.

Governing Law and Jurisdiction

This Agreement is governed by the laws of {{JURISDICTION}} (without regard to conflict of laws principles). The Parties submit to the exclusive jurisdiction of the courts of {{JURISDICTION}}for any dispute arising out of or in connection with this Agreement. Fill in the same jurisdiction value for both instances, e.g. “the State of Victoria, Australia.”

Signatures