Non Disclosure Agreement

This is an outline of the Non Disclosure Agreement that Michiel Postma uses with new clients. It becomes legally binding only when signed by both the Client and Michiel Postma. We formalise this at the start of our engagement.

Non Disclosure Agreement (NDA)

This confidentiality agreement (“Agreement”) is entered into between:

[Client Name]
[Client Address]
[Client Chamber of Commerce number]
Legally represented by [Client Representative],
hereinafter referred to as: “the Client”

and

Michiel Postma, marketing freelancer for B2B
Allanstraat 91
2014 XM Haarlem
Chamber of Commerce number: 02098385
Legally represented by Michiel Postma,
hereinafter referred to as: “the Contractor”

jointly referred to as: “the Parties”.

1. Purpose

Within the scope of the assignment regarding the analysis of marketing and communication activities, as well as the setup, execution and management of marketing campaigns on behalf of the Client, the Parties will share information with each other that may be confidential in nature, including possibly personal data. With this Agreement, the Parties wish to safeguard the confidentiality of that information.

2. Confidential information

Confidential information means all information provided by the Client to the Contractor, regardless of the form in which it is provided, including but not limited to:

• customer and relationship data;
• commercial and strategic information;
• marketing and communication plans;
• financial information;
• quotations, rates and pricing arrangements;
• business processes, working methods and know how;
• personal data;
• all other information that the Contractor should reasonably understand to be confidential.

3. Duty of confidentiality

The Contractor undertakes:

• a. to keep confidential information strictly secret;
• b. to use confidential information solely for the performance of the agreed assignment;
• c. not to disclose confidential information to third parties without prior written consent of the Client;
• d. to take appropriate measures to prevent unauthorised access to confidential information.

4. Use for the benefit of third parties

The Contractor will not use the confidential information of the Client for its own benefit, for other clients or for third parties, nor use it for developing, improving or carrying out comparable work for other parties, insofar as this involves the use of (confidential) information of the Client.

The Contractor will not copy, reproduce, analyse or process any confidential information of the Client other than as necessary for the performance of the agreed assignment.

In deviation from Article 3(c), the Contractor is permitted to upload and process confidential information, including personal data, within platforms that the Parties have designated in writing or by email as permitted (including in any case LinkedIn, including Campaign Manager, for audiences such as Matched Audiences), provided the Contractor observes the conditions of Article 5 of this Agreement. This exception does not apply to other third parties or platforms that have not been approved in writing in advance by the Client.

This provision remains in full force after termination of the collaboration and alongside the other obligations of this Agreement.

The provisions of this article relate solely to the use of confidential information of the Client and do not restrict the Contractor from carrying out comparable work for other clients, provided that no confidential information or data of the Client is used or shared.

5. Processing of personal data and use of third party platforms

Insofar as the Contractor processes personal data of the Client in the context of the assignment, including for the purpose of setting up and executing marketing campaigns, the following conditions apply in addition to the other provisions of this Agreement:

• a. The Contractor processes personal data solely on behalf of and for the Client, in the capacity of processor within the meaning of the General Data Protection Regulation (GDPR), and solely for the agreed purpose;
• b. The Contractor uses, for the uploading and processing of personal data, only those platforms that have been approved in writing in advance by the Client in accordance with Article 4, and processes no more data than is necessary for the relevant purpose;
• c. Insofar as an approved platform, including LinkedIn, qualifies as a (sub)processor and/or personal data is transferred outside the European Economic Area, the Contractor warrants that such use complies with the GDPR; the Parties may at any time decide to conclude an additional data processing agreement for this purpose;
• d. The Contractor takes appropriate technical and organisational security measures, including in any case: two factor authentication on accounts used to process personal data; access to those accounts only for persons who need it to carry out the assignment; and not storing files containing personal data on unsecured or personal data carriers;
• e. The Contractor does not use the uploaded personal data for purposes other than the agreed assignment and, insofar as the platform offers the option, disables features by which the platform uses the uploaded data for its own purposes, such as enrichment of its own advertising or recommendation algorithms;
• f. If the Contractor becomes aware of a security incident or (suspected) data breach relating to confidential information or personal data of the Client, the Contractor shall notify the Client without delay and in any event within 24 hours of discovery, stating the nature of the incident, the data potentially involved and the measures already taken;
• g. The Contractor shall, by no later than termination of the assignment, or earlier upon first written request of the Client, delete all data uploaded to approved platforms, including target audience lists, matched audiences and comparable files, and confirm this in writing to the Client;
• h. The Client has the right, with observance of a reasonable term, to request insight into the manner in which the Contractor implements the provisions of this article.

6. Exceptions

The duty of confidentiality does not apply to information that:

• a. was already publicly known at the time of disclosure;
• b. becomes publicly known after disclosure without breach of this Agreement;
• c. was lawfully obtained from a third party without any duty of confidentiality;
• d. must be disclosed under a legal obligation or court order, provided the Contractor notifies the Client in advance of the disclosure as soon as reasonably possible.

7. Ownership and return

All confidential information remains the property of the Client.

Upon first request of the Client, the Contractor shall return or destroy all received documents, data carriers and copies thereof, and shall confirm in writing that this has been done. For data uploaded to platforms as referred to in Articles 4 and 5, the provisions of Article 5(g) apply in addition.

8. Duration

This Agreement enters into force on the date of signing.

The obligations under this Agreement apply during the collaboration between the Parties and remain in force indefinitely thereafter.

9. Penalty clause

In the event of a breach of any provision of this Agreement, the Contractor forfeits to the Client, without any notice of default being required, an immediately payable penalty of:

• EUR 10,000 per breach; and
• EUR 1,000 for each day or part thereof that the breach continues.

10. Applicable law and competent court

This Agreement is governed exclusively by Dutch law.

Disputes arising from or in connection with this Agreement shall be submitted to the competent court in the district of Midden Nederland.

Signatures

Thus agreed and signed.

For [Client Name]
Name: [Client Representative]
Position: [Position]
Place: [Place]
Date: ______________________
Signature:

For Michiel Postma, marketing freelancer for B2B
Name: Michiel Postma
Position: Owner
Place: Haarlem
Date: ______________________
Signature: