Last updated September 30, 2026
This is the standard mutual non-disclosure agreement Bridgewood Creative uses before discussing a project. It runs both ways: it protects what you tell us, and what we tell you. If your legal team would rather we sign your paper instead, that is fine, send it over.
1. The parties
This Agreement is between Bridgewood Creative, a design and development studio located in Des Moines, Iowa ("Bridgewood"), and the company identified on the signature page ("Counterparty"). Each may be referred to as a "Party" and together as the "Parties". It takes effect on the date of the last signature below (the "Effective Date").
2. Purpose
The Parties wish to explore and potentially carry out a business relationship involving design, development, marketing or related services (the "Purpose"). To do that, each Party may disclose information to the other that it treats as confidential.
3. What counts as Confidential Information
"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient"), in any form, that is either marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
It includes, without limitation: business and marketing plans, customer and prospect lists, pricing, financial information, product roadmaps, unreleased designs and source files, source code, analytics and performance data, personnel information, and the fact and content of discussions between the Parties.
4. What does not count
Confidential Information does not include information that the Recipient can show:
- was already lawfully in its possession, without a duty of confidentiality, before the Discloser provided it;
- is or becomes publicly available through no act or omission of the Recipient;
- is lawfully received from a third party who was free to disclose it; or
- was independently developed by the Recipient without use of or reference to the Confidential Information.
5. Obligations
The Recipient will:
- use the Confidential Information only for the Purpose;
- protect it with at least the same care it uses for its own confidential information, and in no event less than reasonable care;
- disclose it only to its employees, officers, and contractors who need it for the Purpose and who are bound by confidentiality obligations no less protective than these; and
- remain responsible for any breach by those people.
The Recipient will not disclose Confidential Information to any other third party without the Discloser's prior written consent.
6. Required disclosure
If the Recipient is required by law, regulation, or court order to disclose Confidential Information, it may do so, provided that where legally permitted it gives the Discloser prompt written notice so the Discloser can seek a protective order, and discloses only the portion legally required.
7. Term
This Agreement begins on the Effective Date and continues for two (2) years, unless ended earlier by either Party on thirty (30) days' written notice. The confidentiality obligations in Sections 3 through 6 survive for three (3) years from the date each item of Confidential Information was disclosed. Information that qualifies as a trade secret stays protected for as long as it remains a trade secret under applicable law.
8. Return or destruction
On written request, the Recipient will promptly return or destroy the Discloser's Confidential Information and confirm in writing that it has done so. The Recipient may keep one archival copy to the extent required by law or its routine backup systems, which remains subject to this Agreement.
9. No license, no obligation
Nothing here transfers or licenses any intellectual property. Nothing here obliges either Party to proceed with any transaction, to disclose any particular information, or to refrain from working with others, including competitors of the other Party.
Bridgewood may continue to use the general skills, knowledge, and experience its people develop, including techniques and know-how retained in unaided memory, provided this does not involve disclosing Confidential Information.
10. Publicity
Neither Party will use the other's name, logo, or marks in publicity or marketing without prior written consent. Where a Party gives that consent for a case study or client list, it may be withdrawn in writing for future use.
11. No warranty
Confidential Information is provided "as is". Neither Party warrants its accuracy or completeness, and neither is liable to the other for any reliance placed on it, except in the case of fraud.
12. Remedies
The Parties agree that a breach of this Agreement may cause harm that money alone cannot adequately remedy, and that the harmed Party may seek injunctive relief in addition to any other remedy available, without the need to post a bond.
13. General
This Agreement is governed by the laws of the State of Iowa, without regard to its conflict of laws rules, and the Parties submit to the exclusive jurisdiction of the state and federal courts located in Polk County, Iowa.
It is the entire agreement between the Parties on this subject and replaces any prior understanding about it. It may be amended only in writing signed by both Parties. If any provision is held unenforceable, the rest stays in force. Neither Party may assign this Agreement without the other's written consent, except to a successor in connection with a merger or sale of substantially all its assets. It may be signed in counterparts, including electronically, each of which counts as an original.
Signatures
Bridgewood Creative
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________
Counterparty
Company: ______________________________
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________
This is a standard template provided for convenience. It is not legal advice. Both parties should have their own counsel review it before signing.