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Parties and purpose
This Universal Non-Disclosure Agreement (Agreement) is entered into by the individual who signs below (Receiving Party) and Fusion Art, including its relevant business operations, representatives, and authorized personnel (Disclosing Party).
This Agreement applies to buyers, sellers, freelancers, contractors, applicants, employees, consultants, and other individuals who receive confidential information through Fusion Art or a project, service, collaboration, or business relationship connected with Fusion Art.
The purpose of this Agreement is to protect confidential business, technical, financial, operational, customer, project, and other non-public information shared before, during, or after a business relationship.
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Confidential information
Confidential Information means non-public information disclosed verbally, visually, electronically, in writing, through software, through access to an account, or by any other means. It includes information marked confidential and information that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
Examples include business plans, internal documents, source code, designs, models, artwork, unreleased products, technical workflows, credentials, pricing, financial information, marketing plans, customer information, supplier details, project files, and internal communications.
Information does not need to carry a confidentiality label to qualify for protection under this Agreement.
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Confidentiality obligations
The Receiving Party must protect Confidential Information using reasonable care and at least the same degree of care used to protect their own similarly sensitive information.
The Receiving Party must not disclose, publish, sell, distribute, reproduce, or make Confidential Information available to an unauthorized person without prior written permission from Fusion Art.
The Receiving Party must use Confidential Information only for the authorized project, service, evaluation, employment, or business purpose for which it was provided.
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Permitted access and use
Access to Confidential Information is limited to the information reasonably necessary to perform the authorized work or fulfill the relevant business purpose.
The Receiving Party must not use Confidential Information to compete unfairly, bypass agreed business arrangements, solicit restricted contacts using confidential data, or obtain an unauthorized personal or commercial advantage.
Any access credentials, private links, account permissions, or project files supplied by Fusion Art must be used only for their authorized purpose.
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Prohibited disclosure and copying
The Receiving Party must not share confidential files, screenshots, recordings, source code, internal dashboards, customer records, private conversations, unreleased designs, or project information with unauthorized people.
The Receiving Party must not upload Confidential Information to public repositories, public file-sharing services, or third-party AI or processing services unless the relevant use is authorized and appropriate safeguards are in place.
Copies may be made only when reasonably necessary for authorized work. Such copies remain subject to this Agreement.
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Intellectual property and ownership
Confidential Information remains the property of its respective owner. Disclosure under this Agreement does not by itself transfer ownership or grant a license to intellectual property.
Any ownership, assignment, licensing, portfolio permission, or usage rights relating to project deliverables must be determined by the applicable written agreement.
The Receiving Party must not claim ownership of another party’s confidential materials or use protected work outside the permissions expressly granted to them.
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Customers, sellers, buyers, and business relationships
Non-public customer identities, contact details, order information, private messages, business leads, pricing arrangements, and transaction records must be protected.
The Receiving Party must not misuse confidential contact information or transaction details for unauthorized solicitation, impersonation, fraud, or circumvention of an agreed business arrangement.
This section does not prohibit lawful competition or use of information independently obtained without breaching a contractual obligation.
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Employees, freelancers, and contractors
These obligations apply to every Fusion Art team member, including developers, designers, technical staff, operations managers, legal staff, marketers, editors, employees, freelancers, consultants, and contractors.
ZERO-TOLERANCE DATA-LEAKAGE RULE: Fusion Art source code, repositories, databases, credentials, project files, designs, business documents, customer data, internal communications, systems, and any other non-public information must not be disclosed, transferred, copied, published, or made accessible to another company, competitor, person, or unauthorized service without prior written authorization.
Team members must not use personal accounts, external storage, public repositories, or third-party AI or processing tools to store or process Fusion Art confidential data unless specifically authorized in writing.
A confirmed unauthorized leak, disclosure, copying, transfer, or misuse may result in immediate access revocation or termination of the engagement, and Fusion Art may pursue available legal remedies, damages, injunctive relief, and any penalty or contractual remedy that is lawful and enforceable under applicable law.
These confidentiality obligations continue after employment, contracting, or collaboration ends. The Receiving Party must promptly report suspected unauthorized access, disclosure, loss, or misuse of Confidential Information.
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Security and incident reporting
The Receiving Party must take reasonable steps to secure devices, accounts, files, passwords, and storage locations used to access Confidential Information.
Suspected loss, unauthorized access, accidental disclosure, compromised credentials, or misuse must be reported to Fusion Art as soon as reasonably possible.
The Receiving Party must cooperate reasonably with efforts to contain an incident, recover information, revoke access, and prevent further unauthorized disclosure.
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Exclusions from confidentiality
Confidentiality obligations do not apply to information the Receiving Party can demonstrate through reliable records was lawfully known to them without a confidentiality restriction before disclosure.
The obligations do not apply to information that becomes publicly available through no breach of this Agreement, is lawfully received from an independent third party without a duty of confidentiality, or is independently developed without use of Confidential Information.
A combination of public information may still be confidential if the combination itself is non-public and protected.
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Legally required disclosure
If disclosure is required by a valid law, regulation, or binding legal process, the Receiving Party may disclose only the portion legally required.
Where legally permitted, the Receiving Party should provide advance written notice to Fusion Art so that appropriate protective measures may be considered.
Nothing in this Agreement prevents a person from making a protected disclosure to a regulator or other authority where such disclosure is legally protected.
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Return, deletion, and retention
Upon a reasonable written request or the end of the relevant relationship, the Receiving Party must stop using Confidential Information and return or securely delete it, subject to applicable law and legitimate retention requirements.
The Receiving Party must not retain working copies, credentials, private datasets, or project materials beyond what is authorized or legally required.
Information retained automatically in routine backups or required by law remains subject to confidentiality obligations for as long as it is retained.
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Duration and remedies
This Agreement takes effect when signed. Confidentiality obligations continue for five years after the relevant disclosure or termination of the relationship, whichever is later, unless a longer period is required by law or separately agreed in writing.
Information qualifying as a trade secret remains protected for as long as it retains trade-secret status under applicable law.
Unauthorized disclosure may cause harm for which monetary compensation alone may be insufficient. Subject to applicable law, the affected party may seek available legal remedies, including appropriate injunctive relief.
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Governing law, general terms, and acceptance
This Agreement is intended to be governed by the laws of Pakistan, subject to applicable mandatory laws and any applicable rules concerning jurisdiction, conflict of laws, and enforcement in another country.
If a provision is found unenforceable, the remaining provisions will continue to apply to the extent permitted by law. Any amendment or waiver must be made in writing by an authorized party.
This Agreement does not automatically create employment, a partnership, an agency, or a transfer of intellectual property. Separate written agreements may impose additional obligations.
By signing below, the Receiving Party confirms that they have read this Agreement, understand its confidentiality obligations, and agree to be bound by it to the extent permitted by applicable law.
