Non-Disclosure Agreement (NDA)

Upstart Digital Marketing Agency

Effective Date: 1 January 2002

1. Purpose

This Non-Disclosure Agreement (“Agreement”) establishes the terms for protecting confidential information disclosed to, accessed by, or handled by Upstart Digital Marketing Agency (“Agency”) and its clients in connection with enquiries, proposals, digital marketing services, website development, maintenance, consulting, and other business engagements.

2. Parties

This Agreement applies between the Agency and a customer, client, freelancer, contractor, consultant, vendor, or business partner who expressly accepts or otherwise validly agrees to its terms (“Receiving Party”), as applicable.

The party disclosing confidential information is referred to as the “Disclosing Party.”

Where the Agency handles information belonging to a client or another third party, the relevant owner of that information retains its rights.

3. Definition of Confidential Information

Confidential Information includes, but is not limited to:

• Business plans, strategies, commercial arrangements, and operational processes.
• Client and customer records, contact information, databases, and non-public business information.
• Website administration details, hosting credentials, domain access, passwords, API keys, source code, databases, and technical documentation.
• Website designs, development files, unpublished content, creative assets, and project materials.
• SEO strategies, digital advertising campaigns, marketing plans, analytics, performance reports, and conversion data.
• Proposals, quotations, pricing structures, contracts, financial information, and business records.
• Trade secrets, proprietary methods, intellectual property, and information identified as confidential.
• Any other non-public information that a reasonable person would understand to be confidential in the circumstances.

4. Confidentiality Obligations

The Receiving Party agrees to:

1. Keep Confidential Information secure and confidential.
2. Use it only for the purpose for which it was disclosed or other expressly authorised purposes.
3. Not disclose it to unauthorised individuals or organisations.
4. Not sell, publish, distribute, misuse, or commercially exploit it without proper authorisation.
5. Take reasonable steps to prevent unauthorised access, copying, loss, or disclosure.
6. Not use another party’s confidential information to compete unfairly or obtain an unauthorised commercial advantage.
7. Promptly notify the relevant party of any known or reasonably suspected confidentiality breach.

5. Client Data and Access Credentials

Passwords, website administration credentials, hosting details, domain records, advertising account access, and other sensitive information must be protected against unauthorised use.

Access to client data must be limited to individuals who need it for authorised work. Credentials must not be shared publicly or with unauthorised third parties.

The Agency and its authorised service providers may process relevant information as necessary to deliver agreed services, subject to applicable contractual and legal obligations.

6. Permitted Disclosures

Confidential Information may be disclosed:

• To authorised employees, contractors, or service providers who reasonably need it for the relevant work and are subject to appropriate confidentiality obligations.
• With the prior authorisation of the information owner.
• Where disclosure is required by applicable law, regulation, or a valid legal order, limited to what is legally required.

Where legally permitted, the affected party should be notified before legally compelled disclosure.

7. Exclusions

Confidential Information does not include information the Receiving Party can demonstrate:

• Is publicly available through no breach of this Agreement.
• Was lawfully known before disclosure without a confidentiality restriction.
• Was independently developed without using Confidential Information.
• Was lawfully received from a third party authorised to disclose it without confidentiality restrictions.

8. Ownership and Intellectual Property

Confidential Information remains the property of its lawful owner.

This Agreement does not automatically transfer ownership of intellectual property, website deliverables, designs, software, content, or other project materials. Ownership, licensing, and transfer of deliverables are governed by the applicable service agreement or other written terms.

9. Return, Deletion, and Retention

Upon written request or termination of the relevant engagement, the Receiving Party must return or securely delete Confidential Information where reasonably required, subject to applicable law, contractual obligations, legitimate retention requirements, and appropriate backup procedures.

Information retained under a lawful requirement remains subject to applicable confidentiality obligations.

10. Duration

This Agreement takes effect on the stated effective date, subject to valid acceptance and applicable law.

Confidentiality obligations continue after the relevant engagement ends for as long as the information remains confidential, subject to applicable law and enforceable contractual terms. Trade secrets must be protected for as long as they qualify for protection under applicable law.

The effective date does not represent the date of any customer’s acceptance unless the records establish that fact.

11. Breach and Remedies

Unauthorised disclosure or misuse of Confidential Information may result in contractual remedies, termination of access or engagement, and legal action where available under applicable law.

Any remedy is subject to the facts, the applicable agreement, and relevant legal requirements.

12. Electronic Acceptance

Where this Agreement is presented on the Agency’s website or through an online form, the customer may be asked to confirm acceptance by selecting an unchecked checkbox and submitting the relevant form.

The Agency may maintain records of acceptance, including the relevant customer or enquiry reference, date and time, and the version of the Agreement accepted, subject to applicable privacy and data-protection requirements.

The Agreement applies to a party only to the extent that valid acceptance or another legally recognised basis for agreement has been established. Merely visiting the website does not, by itself, constitute acceptance.

13. Governing Law

This Agreement is governed by the laws of India. Disputes shall be subject to the jurisdiction of competent courts as determined under applicable law.

14. Relationship with Other Agreements

This Agreement supplements applicable client contracts, service agreements, employment agreements, contractor agreements, and data-processing agreements.

Where another signed agreement contains more specific or additional confidentiality obligations, the relevant provisions shall apply to the extent legally enforceable.

15. Contact and Acceptance

For confidentiality-related enquiries, customers may contact Upstart Digital Marketing Agency through the contact details published on its official website.

By affirmatively accepting this Agreement through a valid electronic or written process, the relevant party acknowledges that it has had an opportunity to review the Agreement and agrees to the applicable terms.

Upstart Digital Marketing Agency

Effective Date: 1 January 2002