Non-Disclosure Agreement
Protect your client's sensitive information in Pennsylvania. Use our NDA designed for copywriters to safeguard brand voice, strategy, and content.
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As a copywriter in Pennsylvania, you frequently handle sensitive information like upcoming campaigns, proprietary brand voices, and unreleased content. A robust Non-Disclosure Agreement is crucial to... Read more
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Legal Document
This Non-Disclosure Agreement (this "Agreement") is entered into as of 2026-04-19 (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.
All works of authorship, including copy decks, headlines, calls-to-action (CTAs), and any related literary works (as defined by the Copyright Act of 1976, U.S. Copyright Office) created by the Receiving Party during the term of this Agreement and related to the Project (the 'Work Product'), shall be considered 'works made for hire' to the fullest extent permitted by law, with all intellectual property rights vesting in the Disclosing Party upon full and final payment. If any such Work Product is not deemed a 'work made for hire,' the Receiving Party hereby assigns all rights, title, and interest in and to the Work Product to the Disclosing Party, including all copyrights, effective upon such payment.
The Receiving Party warrants and represents that all Work Product provided under this Agreement shall be original and shall not infringe upon any copyright, patent, trade secret, trademark, or any other proprietary or personal right of any third party. The Receiving Party further agrees to indemnify and hold harmless the Disclosing Party against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any actual or alleged plagiarism or infringement of intellectual property rights related to the Work Product, consistent with general contract principles enforceable under Pennsylvania law (e.g., 33 Pa.C.S. § 6).
The Confidential Information, as defined herein, may include trade secrets and proprietary information concerning the Disclosing Party's business, marketing strategies, client lists, and undisclosed content plans. The Receiving Party acknowledges that unauthorized disclosure or use of such information would cause irreparable harm to the Disclosing Party, beyond mere monetary damages. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity, for any actual or threatened breach of this Agreement, enforceable within the jurisdiction of Pennsylvania courts.
This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The parties acknowledge and agree that specific Pennsylvania statutes, including but not limited to, the requirements for contract enforceability under 33 Pa.C.S. § 6 (Statute of Frauds) and considerations reflected in 13 Pa.C.S. § 2201 (UCC related provisions), shall apply to the interpretation and enforcement of this Agreement. Nothing in this Agreement shall be construed to violate the Pennsylvania Wage Payment and Collection Law (43 P.S. § 260.1 et seq.) if applicable to any payment terms outside this NDA.
[project scope]
[additional services]
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
Disclosing Party
Name: Disclosing Party
Date: 2026-04-19
Receiving Party
Name: Receiving Party
Date: 2026-04-19
As a copywriter in Pennsylvania, you frequently handle sensitive information like upcoming campaigns, proprietary brand voices, and unreleased content. A robust Non-Disclosure Agreement is crucial to protect your client's confidential data from unauthorized disclosure, ensuring trust and preventing costly disputes related to industry risks like plagiarism claims and revision scope creep. Our NDA is tailored to safeguard these vital aspects.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Copywriter:
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.
Plagiarism Claims
Contracts typically include clauses where the copywriter warrants that all work submitted is original and does not infringe on any third-party rights. Indemnification clauses may require the copywriter to indemnify the client for losses incurred due to plagiarism.
For copywriters, 'Confidential Information' can include unreleased copy decks, marketing strategies, campaign headlines, call-to-action (CTA) concepts, brand voice guidelines, product launch details, word counts for projects, and client feedback. Our NDA explicitly defines this to avoid ambiguity.
While an NDA primarily protects confidential information, it indirectly supports project clarity. By ensuring all parties respect boundaries and understood terms, it sets a professional precedent. Clauses within a broader service agreement, often alongside an NDA, typically detail revision rounds and charges to prevent scope creep, which an NDA helps to enforce by safeguarding project specifics.
Breaching an NDA in Pennsylvania can lead to significant legal remedies for the Disclosing Party, including injunctions to prevent further disclosure and monetary damages for quantifiable losses. The 'Remedies for Breach' clause in the NDA outlines these consequences, and enforcement would be governed by Pennsylvania law, as specified by the 'Jurisdiction and Governing Law' clause.
While the Copyright Act of 1976 (U.S. Copyright Office) governs copyright ownership federally, state laws, like those related to contract enforceability (e.g., 33 Pa.C.S. § 6 - Statute of Frauds), ensure the transfer of copyright specified in your service agreement (often upon final payment) is legally sound within Pennsylvania. An NDA protects the underlying proprietary ideas and content before copyright overtly applies or transfers.
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For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
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