Non-Disclosure & Confidentiality Agreement

Specifics of the engagement, project, or collaboration that this Agreement applies to:

For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public information disclosed by either Party to the other, in any form — written, oral, electronic, visual, or otherwise — including but not limited to:

• Business strategies, proposals, pricing models, client lists, and Upwork account credentials or analytics.
• Source code, designs, mockups, wireframes, technical architecture, APIs, and database schemas.
• Trade secrets, proprietary methodologies, bidding scripts, proposal templates, and internal workflows.
• Financial data, revenue figures, commission structures, contracts with third parties, and project budgets.
• Personal data, login credentials, API keys, and any data subject to data-protection laws.
• Any information marked “Confidential” or that a reasonable person would treat as confidential.

The Receiving Party agrees that it shall:

• Hold and maintain the Confidential Information in strict confidence and use it solely for the purposes of the engagement described above.
• Not disclose, publish, distribute, or otherwise communicate the Confidential Information to any third party without prior written consent of the Disclosing Party.
• Take all reasonable measures — at least the same degree of care it uses to protect its own confidential material — to safeguard the Confidential Information.
• Limit access to the Confidential Information to those employees, contractors, or agents who have a strict need-to-know and who are bound by equivalent confidentiality obligations.
• Not reverse engineer, decompile, copy, or create derivative works from any Confidential Information without express written authorization.

The obligations set forth in this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Was lawfully known to the Receiving Party prior to disclosure, with documented evidence.
• Is independently developed by the Receiving Party without use of the Confidential Information.
• Is rightfully received from a third party without breach of any confidentiality obligation.
• Is required to be disclosed by law, court order, or governmental authority — provided prompt notice is given to the Disclosing Party to allow for protective measures.

All Confidential Information, including all intellectual property rights therein, shall remain the exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any license, ownership, or other right to the Receiving Party in respect of the Confidential Information, except the limited right to use it strictly for the purpose stated above.

Any work product, code, designs, or deliverables produced by Bidder Experts during the engagement shall be governed by a separate Service Agreement or Statement of Work and remains Bidder Experts’ property until full payment is received, after which ownership transfers as agreed therein.

During the term of this Agreement and for a period of twelve (12) months thereafter, the Receiving Party agrees not to:

• Directly or indirectly solicit, hire, or engage any team member, freelancer, or contractor of Bidder Experts without prior written consent.
• Bypass or circumvent Bidder Experts to contact clients, prospects, or business partners introduced through this engagement.
• Use any Upwork account, profile, or platform credentials shared during the engagement for any purpose beyond the stated scope.

The Receiving Party (“Client”) agrees to make an upfront payment of 20% of the total monthly engagement fee, which serves as a non-refundable commitment to secure Bidder Experts’ services. The remaining balance shall be settled per the schedule below.

• Upfront Payment: 20% of the agreed monthly fee, payable upon signing of this Agreement and prior to commencement of any work.
• Balance: 80% of the agreed monthly fee, payable on or before the agreed milestone or month-end billing date, as defined in the corresponding Service Agreement.
• Plan Selected: 20% upfront commitment. The Parties acknowledge that this upfront percentage reflects the level of commitment, priority, and resource allocation that Bidder Experts shall extend during the engagement.
• Method: Payments may be made via bank transfer, Wise, Payoneer, or any mutually agreed channel. All transaction fees shall be borne by the Receiving Party unless otherwise specified.
• Late Payment: Any balance not settled within seven (7) calendar days of the due date shall accrue a late fee of 2% per week and may result in suspension of services without further notice.
• Refunds: The upfront payment is non-refundable once work has commenced, given the immediate allocation of team capacity and operational resources.

This Agreement shall commence on the Effective Date stated above and shall remain in force for a period of year(s), unless terminated earlier in writing by either Party. The obligations of confidentiality with respect to Confidential Information disclosed hereunder shall survive termination and continue for an additional three (3) years from the date of termination.

Upon termination of this Agreement, or upon written request from the Disclosing Party at any time, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession or control — whether in physical, digital, or any other form — and shall certify such return or destruction in writing within fifteen (15) calendar days.

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies in addition to damages, attorney’s fees, and recovery of costs.

This Agreement shall be governed by, and construed in accordance with, the laws of the Islamic Republic of Pakistan. The Parties consent to the exclusive jurisdiction of the courts in Lahore, Punjab, Pakistan for any disputes arising under or in connection with this Agreement, save for matters where international arbitration may be mutually agreed.

• Entire Agreement — This Agreement constitutes the complete understanding between the Parties regarding confidentiality and supersedes all prior negotiations or agreements on this subject.
• Amendments — Any modification must be in writing and signed by both Parties.
• Severability — If any provision is found unenforceable, the remaining provisions remain in full force and effect.
• Counterparts — This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original.
• Notices — Any notice under this Agreement shall be sent via email to the addresses listed above and is deemed received upon confirmation of delivery.