Non-Disclosure Agreement
Secure your 3D assets, high-poly source files, and renders with an Ohio-compliant NDA. Protect your IP and trade secrets under Ohio Rev. Code § 1335.05.
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As a 3D artist, your proprietary workflow—including custom rigs, textures, and polygon-optimized assets—represents significant intellectual property. In Ohio, protecting these trade secrets requires... Read more
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Legal Document
This Non-Disclosure Agreement (this "Agreement") is entered into as of [effective_date] (the "Effective Date"), by and between [disclosing_party] (the "Disclosing Party") and [receiving_party] (the "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, operations, products, services, research, development, technical data, trade secrets, and other matters (collectively, "Confidential Information"); and
WHEREAS, the Receiving Party desires to receive, and the Disclosing Party is willing to disclose, certain Confidential Information for the purpose of evaluating or pursuing a potential business relationship between the Parties (the "Purpose"); and
WHEREAS, as a condition to the disclosure of such Confidential Information, the Disclosing Party requires that the Receiving Party agree to maintain the confidentiality of such information in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
"Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, visual, or otherwise, that is disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, including but not limited to: [confidential_info]. Confidential Information shall also include any notes, analyses, compilations, studies, summaries, or other materials prepared by the Receiving Party that contain, reflect, or are derived from Confidential Information. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party; (b) was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by the Receiving Party's written records; or (d) is obtained by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality with respect to such information.
The Receiving Party agrees that it shall: (a) hold the Confidential Information in strict confidence and protect it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care; (b) not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose and not for any other purpose whatsoever; (d) limit access to the Confidential Information to those of its employees, officers, directors, agents, advisors, and representatives (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein; and (e) be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information.
Notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order or subpoena (a "Legal Requirement"), provided that the Receiving Party: (a) provides the Disclosing Party with prompt written notice of such Legal Requirement prior to disclosure (to the extent legally permissible), so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy; and (c) discloses only that portion of the Confidential Information that the Receiving Party is legally required to disclose, as advised by its legal counsel. Any Confidential Information disclosed pursuant to a Legal Requirement shall continue to be treated as Confidential Information for all other purposes under this Agreement.
This Agreement shall become effective as of the Effective Date and shall remain in full force and effect until terminated by either Party upon thirty (30) days' prior written notice to the other Party. Notwithstanding any termination or expiration of this Agreement, the Receiving Party's obligations of confidentiality with respect to all Confidential Information disclosed during the term of this Agreement shall survive and continue for a period as specified below from the date of disclosure of each item of Confidential Information.
Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly: (a) return to the Disclosing Party all originals and copies of any documents, materials, and other tangible items containing or embodying Confidential Information; or (b) at the Disclosing Party's option, destroy all such documents, materials, and tangible items and provide the Disclosing Party with a written certification signed by an authorized officer of the Receiving Party confirming that all such materials have been destroyed. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for the purpose of monitoring its ongoing obligations under this Agreement, and any Confidential Information retained in routine backup systems shall be subject to the continuing confidentiality obligations of this Agreement.
Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest in or to the Confidential Information, or any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Receiving Party acknowledges that it shall use the Confidential Information at its own risk.
The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security. Such equitable relief shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [state_law], without regard to its conflict of laws principles. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of [state_law] for the adjudication of any dispute arising out of or relating to this Agreement, and each Party hereby irrevocably waives any objection it may have to such jurisdiction or venue, including any objection based on inconvenient forum.
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof. 9.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. 9.3 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties. 9.4 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement in the future. 9.5 Assignment. The Receiving Party may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Disclosing Party. Any attempted assignment in violation of this provision shall be void and of no effect. 9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 9.7 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail, or sent by nationally recognized overnight courier to the addresses of the Parties as set forth in the preamble of this Agreement, or to such other address as either Party may designate in writing.
The Receiving Party acknowledges that Confidential Information includes the Disclosing Party’s specific 3D modeling workflows, proprietary rigging scripts, custom texture nodes, and polygon optimization techniques. Pursuant to Ohio trade secret principles, the Receiving Party shall not attempt to reverse-engineer or extract underlying geometry or scripts from provided assets for use in any project outside the scope of this Agreement.
Consistent with the Visual Artists Rights Act (VARA) and the Digital Millennium Copyright Act (DMCA), any unauthorized disclosure of confidential works-in-progress that results in the removal of Digital Rights Management (DRM) or attribution metadata shall be considered a material breach. The Receiving Party agrees to indemnify the Artist for any third-party claims arising from asset licensing violations caused by the Receiving Party’s unauthorized distribution of the Confidential Information.
This Agreement is intended to comply with Ohio Rev. Code Ann. § 1335.05. The parties agree that any action brought to enforce this Agreement shall be subject to the exclusive jurisdiction of the state courts located in the Ohio County specified in the project details. The Receiving Party acknowledges that unauthorized disclosure of artists’ digital trade secrets may cause irreparable harm for which monetary damages are inadequate, entitling the Artist to seek injunctive relief as permitted under Ohio law.
[render access limit]
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
Disclosing Party
Name: Disclosing Party
Date: ___________________
Receiving Party
Name: Receiving Party
Date: ___________________
As a 3D artist, your proprietary workflow—including custom rigs, textures, and polygon-optimized assets—represents significant intellectual property. In Ohio, protecting these trade secrets requires a written agreement that satisfies the Statute of Frauds (Ohio Rev. Code § 1335.05). This NDA ensures that when you share works-in-progress or source files for client review, they cannot use your underlying techniques or assets without authorization, mitigating risks of IP theft or licensing violations during the rendering process.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to 3D Artist:
The core legal purpose of a Non-Disclosure Agreement (NDA) is to establish a legal framework to protect confidential and proprietary information shared between parties. It restricts the unauthorized disclosure or use of such information, thereby enabling parties to collaborate, negotiate, or explore business opportunities while safeguarding sensitive information.
IP Ownership Disputes
Detailed intellectual property clauses in contracts specifying ownership, usage rights, and any licensing agreements for created content.
Rendering Delays
Including specific deadlines, potential penalties for delays, and force majeure clauses in contracts to manage expectations and responsibilities.
Revision Scope Issues
Clearly defined revision limits and additional fees in contracts to mitigate excessive revision requests beyond agreed scope.
Asset Licensing Violations
Contract clauses ensuring the proper licensing of third-party assets and indemnification clauses to protect from unauthorized usage claims.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Digital Millennium Copyright Act (DMCA)
Governs copyright issues, particularly with digital content that 3D artists create. It protects their works against unauthorized use, distribution, or infringement.
Enforced by U.S. Copyright Office
Visual Artists Rights Act (VARA)
Provides certain rights to artists for works of visual art, which can pertain to some 3D art forms, particularly those recognized as standalone works of art.
Enforced by U.S. Copyright Office
Recommended coverage: Professional Liability Insurance (E&O) · General Liability Insurance · Cyber Liability Insurance
Ohio recognizes digital assets and methodologies as trade secrets if they derive independent economic value from not being generally known. By specifically defining your 'source files' and 'rigging structures' as confidential under this agreement, you ensure they are protected under Ohio's trade secret principles and the reaching of the Statute of Frauds.
While this NDA protects the confidentiality of the project, your moral rights are specifically governed by the Visual Artists Rights Act (VARA). This agreement supports those rights by ensuring that your work is not disclosed or modified in a way that exceeds the agreed-upon scope of the project during the development phase.
The NDA primarily prevents the unauthorized disclosure of information. To fully protect against non-payment, this agreement should be used alongside an IP Ownership clause that retains your rights until full payment is received, ensuring compliance with DMCA standards regarding digital content distribution.
State laws affect what must be in this document. Pick your jurisdiction.
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