Basic NDA

WebScout NDA

This agreement sets forth the terms upon which we (“WebScout”) will provide you (the “User”) with marketing services (the “Services”).

1. Relationship of Parties We will perform the Services as an independent contractor, and no joint venture, partnership, agency, or employment relationship is created by this agreement. We will exercise complete control and direction over the methods by which we perform the Services. We will have no authority to negotiate or enter into contracts, incur debts, or conduct other actions on your behalf without your prior written approval.
2. Client Information and Assets Our ability to perform our obligations under this agreement may be dependent on your providing us with information about your business operations and access to certain of your business assets (such as marketing data, employees and contractors, code, logins, etc.). You warrant that all information, resources, assets, concepts, materials, and instructions that you provide may be exploited pursuant to this agreement and any applicable SOW, including on the Internet, without violating any laws and without violating or infringing any rights of any third parties.
3. Confidential Information Confidential Information is that which relates to User’s or WebScout’s research, development, trade secrets, or business affairs and includes, in the case of WebScout’s Confidential Information, concepts presented to, but not selected by, User. Nothing in this agreement shall limit either party’s use of information (a) previously known to it without obligation of confidence, (b) independently developed by or for it, (c) acquired by it from a third party which is not under an obligation of confidence with respect to such information, or (d) which is or becomes publicly available through no breach of this agreement. Each party agrees to protect the confidentiality of the other party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. Access to the other party’s Confidential Information shall be restricted to those personnel and suppliers engaged in the provision of the Services and who are bound by a written agreement containing confidentiality provisions at least as protective of the disclosing party’s Confidential Information as those set forth in this agreement. In the event this agreement is terminated for any reason, the parties will return to each other all of the other’s Confidential Information and shall not use copies of such materials for any purpose. The provisions of this paragraph shall survive any termination of this agreement.
4. Suppliers Depending on the nature and scope of the Services, we may contract with suppliers such as website developers, copywriters, and graphic artists for provision of certain components of the Services.
5. Non-Solicitation Neither party shall induce or attempt to induce the other party’s clients, suppliers, employees, or independent contractors to terminate their existing relationship with the other party. Neither party shall, during the term of this agreement and for 24 months thereafter, solicit or engage the other party’s employees or independent contractors in any work similar to that which the employee or contractor performed under this agreement.
6. Ownership of Work Product Subject to this agreement. We retain the right to use and distribute such work as part of our portfolio for promotional purposes. We also retain all rights to any and all concepts, ideas, designs, proposals and other work and materials which have been presented to you but not included in the final work product.

We further warrant that (a) none of the Services or any part of this agreement is or will be inconsistent with any obligation we may have to others; (b) none of the Services or work product or any use or distribution thereof will infringe, misappropriate, or violate any intellectual property or other right of any person or entity; and (c) we have the full right to provide you with the assignments and licenses provided for in this agreement.

The preceding is WebScout’s only warranty concerning the Services, and is made expressly in lieu of all other warranties and representations, express or implied, including any implied warranties of fitness for a particular purpose, merchantability, and implied warranties arising from course of dealing and performance or otherwise. WebScout disclaims any warranties or guarantees with respect to outcome resulting from the Services.

10. Limitation of Liability Neither WebScout nor User shall be liable to the other for any indirect, special, incidental, consequential, or punitive damages arising in connection with the performance of this agreement. 
11. Indemnification Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold the other party and its officers, employees, and agents (the “Indemnified Party”) harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any claim, suit, action, or proceeding brought by any third party against the Indemnified Party for damages (a) caused by the gross negligence or willful misconduct of the Indemnifying Party in connection with the performance of the Services or (b) resulting from a breach of any warranty, covenant, or representation in this agreement by Indemnifying Party.
12. Termination of this Agreement If all SOWs have expired or have been terminated, then either party may terminate this agreement for any reason upon giving 30 days’ notice to the other. Otherwise, termination of this agreement will also serve as termination of all SOWs, and is subject to the “Termination of a Statement of Work” section of this agreement.
13. Termination of a Statement of Work Except as otherwise set forth in a Statement of Work, either party may terminate a SOW if the other party breaches a material representation, obligation, or warranty under the SOW and such breach remains uncured for 30 days after the breaching party’s receipt of notice of the breach. A SOW shall automatically terminate on the date that all services under the SOW are finally performed and all payments due under the SOW are made.
14. Notices Any notice given pursuant to this agreement shall be in writing and shall be effective when actually received by the party for whom the notice is intended.
15. Severability If any provision of this agreement is found by a court of competent jurisdiction to be unenforceable, that provision shall not affect the other provisions of this agreement, but shall be modified to the extent necessary in the court’s opinion to render the provision enforceable. The rights and obligations of the parties shall then be construed and enforced accordingly, preserving to the fullest permissible extent the intent of the parties to this agreement.
16. Complete Agreement This agreement constitutes the complete and exclusive statement of agreement between the parties, which supersedes and merges all prior proposals and all other agreements, oral and written, between the parties relating to the subject matter of this agreement. Each SOW shall supplement and modify the terms and conditions of this agreement for the purposes of that engagement only.
17. No Oral Amendment Neither this agreement nor any SOW may be modified or amended except by the mutual written agreement of both parties.
18. Waiver No waiver of any provision of this agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced. The failure of either party to exercise any right provided for in this agreement shall not be deemed a waiver of any further right under this agreement.
19. Governing Law This agreement shall be governed by the laws of the State of North Carolina. The parties agree to the exercise of jurisdiction over them by a state or federal court in Mecklenburg County, North Carolina for matters relating to this agreement.

This agreement between WebScout and User is in effect as of the start of any conversations, emails, or internal document reviews.