Freelance 3D Animator, Designer, Artist

Confidentiality Agreement


PARTIES:

  1. Client, name, company number, address ("the Client")
  2. Glyn Davidson, ("the Freelancer")

BACKGROUND:

In consideration of the Client disclosing certain confidential information to the Freelancer, the Freelancer agrees to treat such information in accordance with and otherwise to abide by this Agreement

IT IS HEREBY AGREED as follows:

  • Interpretation
    In this Agreement, unless the context otherwise requires:- "Confidential Information" means, subject as provided hereafter, all information of whatever nature in any form (physical, non-physical, human or machine readable or otherwise) and includes but is not limited to Concept Sketches, Concept Designs, Story Boards, Product Designs, 3D Models, Animations and Video Clips and which is or has been obtained by the Freelancer directly or indirectly from the Client in connection with the freelance project, together with the results of the Freelancer’s evaluation of such information and any reproductions of any of the foregoing, whether or not such information (if in physical form) is embodied in any Materials or is marked confidential or proprietary;

    "Materials" means documents, photographs, drawings, renderings, 3D models, textures, videos, animations, slides, models, magnetic media, computer programs and other materials and physical items of any kind obtained either directly or indirectly from the Client and recording or containing any Confidential Information including, without limitation any such items produced by or on behalf of the Freelancer in reliance on such Confidential Information; and

    "Purpose" means the sole and exclusive purpose of evaluation of the Confidential Information in order for the Freelancer to:

    • Freelance Project Requirements i.e.
    • Design a character
    • Design a business card
    • Design a poster
    • Produce concept artwork
    • Model the character in 3D
    • Design and create UV textures
    • Prepare the model for animation
    • Produce and edit an animation
    • Overlay visual effects onto existing video
  • Agreement by the Freelancer
    In consideration of the Client disclosing to the Freelancer and allowing the Freelancer access to Confidential Information and Materials the Freelancer agrees and undertakes:
    • not to use Confidential Information or Materials for any purpose whatsoever other than strictly for the Purpose
    • to disclose Confidential Information and Materials only to employees and contractors of the Freelancer who need access to the same for the Purpose, and otherwise to keep all Confidential Information and Materials strictly confidential and not permit any other person access thereto; and
    • to ensure that all persons to whom Confidential Information is disclosed are bound by obligations in relation to Confidential Information and Materials in all respects consistent with the Freelancer's obligations hereunder and to use best endeavours to enforce such obligations against such persons including any such persons who at any time cease to be employed by the Freelancer;  and
    • not to allow any person ceasing to be employed by the Freelancer to retain any Materials
    • not to make any copies of any Confidential Information or Materials except for the Purpose and to the extent necessary for the Purpose.
  • Information which is not protected by this Agreement
    The obligations and restrictions shall not apply to information which the Freelancer can demonstrate by documentary evidence:-
    • is now or subsequently becomes readily available to the public otherwise than by breach of this Agreement by the Freelancer; or
    • was already in the Freelancer's possession and at its free disposal at the time of disclosure and was not obtained directly or indirectly from the Client; or
    • is subsequently disclosed to the Freelancer free of restrictions on disclosure and use by a third party not acting on behalf of the Client or directly or indirectly bound to the Client by obligations of confidentiality or non-use in relation to such information; or
    • the Freelancer is required by any reason of law to disclose (but only to the extent that the Freelancer is so required). In such case the Freelancer shall forthwith inform the Client of the circumstances of the disclosure and precisely what information was or is required to be disclosed, and shall use its bets endeavour to minimise such disclosure insofar as possible and to obtain suitable confidentiality undertakings from the receiver of the disclosed information.
  • No Transfer of Rights
    The Freelancer acknowledges that, except as may be strictly necessary for the Purpose, he shall not acquire by implication or otherwise any right in or title to or licence in respect of Confidential Information or Materials
  • Breach
    • The breach by any of the persons of any of the obligations to be imposed on them shall be deemed a breach of this Agreement.
    • The Freelancer acknowledges that any breach by the Freelancer of this Agreement is likely to result in extensive loss and damage to the Client (including without limitation loss of profit or opportunity).
    • If the Freelancer becomes aware of any breach of this Agreement the Freelancer shall immediately notify the Client in writing thereof, giving all available details, and shall at his own cost and at the Client's direction take such steps as the Client may decide in order to minimise the loss which the Client may otherwise suffer as a result of such breach
  • Term
    The obligations contained in this Agreement shall continue for a period of 8 months.
  • Miscellaneous
    • No delay or failure by either party to exercise any right or remedy available to it under or in connection with this Agreement shall prevent the later exercise of any such right or remedy.
    • Neither party shall assign this Agreement without the prior written consent of the other, which shall not be unreasonably withheld.
    • This Agreement does not create any partnership, agency or further relationship between the parties and does not oblige either party to negotiate or enter into any further contract with the other.
    • The Client does not make any representation and gives no warranty as to the accuracy or completeness of any information disclosed to the Freelancer and shall not be liable, in contract, in tort or otherwise, for the use made by the Freelancer of such information, save that nothing in this Clause shall operate to limit or exclude liability for fraud.
 
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Glyn Davidson - Freelance 3D Designer, 3D Animator, 3D Illustrator, CG Artist, Graphic Designer, Motion Graphics and VFX

Copyright © Glyn Davidson, 2007-2013, ALL RIGHTS RESERVED


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