WIld Form Design NDA

MUTUAL NON-DISCLOSURE AGREEMENT

Wild Form Design Studios

This Non-Disclosure Agreement ("Agreement") is entered into as of the date of last Submission Below, acting as (the "Effective Date"), by and between:

Disclosing Party: Wild Form Design Studios, located at [Wild Form Design Studios Business Address] ("Wild Form," "we," or "us"); and

Receiving Party: [Client Full Legal Name], located at [Client Address] ("Client," "you," or "Receiving Party"),

each individually a "Party" and collectively the "Parties."

Wild Form wishes to share certain confidential business materials with Client — including, without limitation, pricing and rate information, portfolio content, project images and renderings, and related intellectual property — for the sole purpose of evaluating, discussing, or engaging Wild Form's design services (the "Purpose"). In consideration of the mutual promises below, the Parties agree as follows.

1. Definition of Confidential Information

"Confidential Information" means any information disclosed by Wild Form to Client, whether disclosed before or after the Effective Date, in any form or medium, including but not limited to:

  • Pricing, rate sheets, fee structures, quotes, and cost breakdowns;

  • Portfolio materials, including project photographs, renderings, mockups, concept art, and design samples;

  • Business, creative, and operational strategies, processes, templates, and methods;

  • Vendor, supplier, subcontractor, and client lists or relationships; and

  • Any other technical, financial, creative, or business information reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes materials shared in any manner or medium whatsoever, including but not limited to: email; text message or messaging apps (e.g., SMS, iMessage, WhatsApp); shared drives or cloud folders (e.g., Google Drive, Dropbox, OneDrive); the Wild Form website, client portal, or any password-protected or private area thereof; printed or physical materials; verbal or in-person disclosures; video calls or screen shares; and any other current or future mode of transmission. The method or format of disclosure does not affect whether information qualifies as Confidential Information under this Agreement.

2. Intellectual Property

All Confidential Information, including all portfolio images, designs, creative work product, and related materials, together with all associated intellectual property rights (including copyrights, trademarks, trade dress, and design rights), is and shall remain the sole and exclusive property of Wild Form. No license, right, or ownership interest in any Confidential Information is granted to Client under this Agreement, except the limited right to view and internally evaluate such materials solely for the Purpose.

3. Obligations of Receiving Party

Client agrees to:

  • Hold all Confidential Information in strict confidence and protect it using at least the same degree of care Client uses to protect its own confidential information, and no less than a reasonable degree of care;

  • Use Confidential Information solely for the Purpose, and not for Client's own commercial benefit, competitive advantage, or any other purpose;

  • Not copy, reproduce, distribute, publish, post online (including to social media or review sites), or forward any Confidential Information, in whole or in part, without Wild Form's prior written consent;

  • Not reverse-engineer, imitate, or use Wild Form's portfolio images, designs, or creative work product to create derivative or competing work;

  • Limit access to Confidential Information to Client's own employees, contractors, or advisors who have a genuine need to know it for the Purpose, and who are bound by confidentiality obligations at least as protective as those in this Agreement; and

  • Promptly notify Wild Form in writing if Client becomes aware of any unauthorized use, disclosure, or loss of Confidential Information.

4. Exclusions

Confidential Information does not include information that Client can demonstrate, by written record:

  • Was already lawfully known to Client, without restriction, prior to disclosure by Wild Form;

  • Is or becomes publicly available through no breach of this Agreement by Client;

  • Is independently developed by Client without use of or reference to Wild Form's Confidential Information; or

  • Is rightfully received from a third party without breach of any confidentiality obligation.

5. Compelled Disclosure

If Client is required by law, regulation, subpoena, or court order to disclose any Confidential Information, Client shall, to the extent legally permitted, provide Wild Form with prompt written notice before disclosure so that Wild Form may seek a protective order or other appropriate remedy, and Client shall disclose only the portion of Confidential Information legally required.

6. Term and Return of Materials

This Agreement is effective as of the Effective Date and shall remain in effect until terminated by either Party upon thirty (30) days' written notice. The confidentiality obligations in this Agreement shall survive termination and remain in effect for the lifetime of the company thereafter, except that obligations relating to trade secrets shall survive for as long as such information remains a trade secret under applicable law. Upon Wild Form's written request, or upon termination of the Parties' business discussions, Client shall promptly return or destroy (at Wild Form's election) all Confidential Information in its possession, including all copies stored in email, text/messaging apps, shared drives, physical files, or any other medium, and shall confirm such return or destruction in writing upon request.

7. No Obligation to Proceed

Nothing in this Agreement obligates either Party to enter into any further business relationship, contract, or engagement. Disclosure of Confidential Information does not create any agency, partnership, joint venture, or other business relationship between the Parties.

8. Remedies

Client acknowledges that unauthorized use or disclosure of Confidential Information may cause Wild Form irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other rights and remedies available at law or in equity, Wild Form shall be entitled to seek injunctive relief to prevent or restrain any actual or threatened breach of this Agreement, without the necessity of posting a bond.

9. General Provisions

9.1 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.

9.2 Entire Agreement.  This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions or agreements, written or oral, on that subject. Any amendment must be in writing and signed by both Parties.

9.3 Severability.  If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.4 No Waiver.  Failure to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision.

9.5 Assignment.  Client may not assign this Agreement without Wild Form's prior written consent. Wild Form may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

9.6 Counterparts; Electronic Signature.  This Agreement may be executed in counterparts, including by electronic or digital signature, each of which shall be deemed an original.