Please complete this NDA before starting your editing task. You must enter the client’s name for each new job.
NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (“Agreement”) is entered into between Venture Hour Sdn. Bhd. (202101027344 (1427644-T)) or Toifilms (“Company”) and the undersigned Freelancer (“Freelancer”).
The purpose of this Agreement is to ensure confidentiality and proper use of Toifilms’ proprietary materials and client content during freelance assignments.
1. PURPOSE
The Company wishes to engage the Freelancer to provide photo editing services for wedding projects, specifically editing approximately 50-100 images per event for fast teaser delivery to clients. During the course of this engagement, the Freelancer will be given access to the Company’s proprietary editing presets and may be exposed to confidential information, including but not limited to raw images, client data, and project details.
This Agreement is intended to protect such proprietary and confidential information.
2. DEFINITION OF CONFIDENTIAL INFORMATION
For the purpose of this Agreement, “Confidential Information” includes but is not limited to:
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The Company’s proprietary editing presets, styles, workflows, techniques, and software adjustments.
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Any raw files, images, or video footage belonging to the Company or its clients.
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Any personal data or sensitive details of clients.
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Business, marketing, or operational information disclosed by the Company.
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Any edited photos produced for the Company’s clients.
3. OBLIGATIONS OF FREELANCER
The Freelancer agrees to:
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Use of Presets: Use the Company’s provided presets solely for Toifilms projects and not for personal work, other clients, or resale.
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Confidentiality: Maintain strict confidentiality of all materials, presets, edited and raw photos, and client-related information.
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Non-Disclosure: Not disclose, reproduce, copy, distribute, or share any part of the presets or client materials with any third party.
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No External Publishing: Not share, publish, post, or use the edited photos or raw files on any personal or external platform (including portfolio, social media, or third-party use) unless explicit written consent is given by the Company.
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Representation: At all times, represent the work as being done on behalf of Toifilms, and not in the name of any other company, studio, or individual. The client relationship is strictly between the client and Toifilms.
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Return/Deletion: Upon completion of each project, delete/return all client raw files and presets provided, unless otherwise instructed by the Company.
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Limited Rights: Acknowledge that all presets, raw images, edited images, and related materials remain the sole property of the Company and/or its clients.
4. TERM
This Agreement shall remain in effect for the duration of the Freelancer’s engagement with the Company and shall survive termination of the engagement, continuing indefinitely with respect to Confidential Information.
5. REMEDIES
The Freelancer acknowledges that any unauthorized disclosure or misuse of the Company’s presets, client materials, or edited photos may cause irreparable harm to the Company. The Company shall be entitled to pursue legal remedies including injunctive relief, damages, and legal costs.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties regarding confidentiality and supersedes all prior discussions or agreements relating to the subject matter.