Non-Disclosure Agreement

Confidentiality & handling of post-production work

This Non-Disclosure Agreement (the "Agreement") is made between:

The Disclosing Party — Scott Rudduck, trading as Scott Rudduck Studio, of Melbourne, Victoria, Australia ("the Studio"); and

The Receiving Party — the individual or business completing and submitting the form below ("the Contractor").

It takes effect on the date the Contractor submits the form below. Each a "Party" and together the "Parties".

1. Background & Purpose

The Studio provides high-end architectural and interior photography retouching and post-production services to photographers and publications. The Studio wishes to engage the Contractor to assist with retouching and related post-production tasks (the "Purpose"). To do so, the Studio will disclose image files and other confidential material belonging to the Studio and to its clients. This Agreement governs how that material must be protected, and the Contractor agrees to be bound by it before receiving any such material.

2. Confidential Information

"Confidential Information" means all information and material disclosed by or on behalf of the Studio, in any form, including without limitation:

(a) all image files supplied to the Contractor, whether raw, in progress, or finished, including all unpublished, pre-release, embargoed, and edited photographs;

(b) the identity of the Studio's clients and their clients, the existence and details of any project, shoot, publication, or commission, and any brief, layout, or editorial schedule;

(c) style guides, retouching briefs, reference material, standard operating procedures, presets, actions, layer structures, and working methods;

(d) the Studio's pricing, rates, business processes, workflows, and commercial arrangements; and

(e) the fact of, and the terms of, the Contractor's engagement with the Studio.

Confidential Information does not include information the Contractor can show: (i) was lawfully in their possession before disclosure, free of any confidentiality obligation; (ii) is or becomes public through no act or omission of the Contractor; or (iii) is independently developed without use of or reference to the Confidential Information.

3. Confidentiality Obligations

The Contractor must:

(a) keep all Confidential Information strictly confidential and secure, and not disclose it to any third party;

(b) use the Confidential Information solely for the Purpose, and for no other purpose whatsoever;

(c) not copy, store, or reproduce the Confidential Information beyond what is reasonably necessary for the Purpose;

(d) store all files on secure, access-controlled devices and accounts, and take reasonable measures to prevent unauthorised access, loss, or disclosure; and

(e) notify the Studio promptly on becoming aware of any actual or suspected loss, unauthorised access, or disclosure.

4. No Portfolio, Promotional, or Public Use

The Contractor must not, without the Studio's prior written consent in each case, display, publish, post, share, or reproduce any image or work supplied under or produced in connection with this Agreement — including on any portfolio, website, social media, showreel, case study, awards submission, or promotional material. The Contractor must not identify the Studio or any client as a client, project, or reference, nor claim public credit for any work, without the Studio's prior written consent.

5. Intellectual Property & Work Product

All images and source material remain the exclusive property of the Studio and/or its clients. All retouched files, edits, layered documents, and other work product created in connection with the Purpose (the "Work Product") are the property of the Studio. To the extent any rights in the Work Product vest in the Contractor, the Contractor assigns them to the Studio absolutely on creation, and agrees to do all things reasonably required to give effect to that assignment. The Contractor waives any moral rights in the Work Product to the extent permitted by law.

6. No Subcontracting or Onward Disclosure

The Contractor must not subcontract, delegate, or otherwise pass any Confidential Information or work to any other person or entity without the Studio's prior written consent. Where consent is given, the Contractor must ensure that any such person is bound by confidentiality obligations no less protective than those in this Agreement, and the Contractor remains fully responsible for their acts and omissions.

7. Non-Circumvention

The Contractor acknowledges that the Studio's client relationships are confidential and commercially valuable. During the engagement and for twelve (12) months afterwards, the Contractor must not directly or indirectly solicit, approach, or accept work from any client of the Studio that the Contractor became aware of through this engagement, in relation to services of the kind provided under this Agreement, without the Studio's prior written consent.

8. Return & Destruction of Material

On completion of each job, and otherwise on the Studio's written request, the Contractor must promptly deliver up or securely and permanently delete all Confidential Information and all copies (including working files, backups, and cloud copies) in their possession or control, and confirm in writing that they have done so. The Contractor may retain one copy only where required by law, and only for so long as required, subject to the continuing obligations in this Agreement.

9. Term & Survival

This Agreement applies to all Confidential Information disclosed before, on, or after the date of signing. The confidentiality obligations continue indefinitely and survive the end of any engagement or working relationship between the Parties.

10. Breach & Remedies

The Contractor acknowledges that a breach may cause the Studio and its clients serious and irreparable harm for which damages alone may be an inadequate remedy, and that the Studio is entitled to seek injunctive relief in addition to any other remedy available at law.

11. General

(a) This Agreement is governed by the laws of the State of Victoria, Australia, and the Parties submit to the non-exclusive jurisdiction of the courts of that State.

(b) This Agreement is the entire agreement between the Parties as to its subject matter and supersedes all prior discussions and understandings.

(c) No variation is effective unless in writing and signed by both Parties.

(d) If any provision is unenforceable, it is to be read down or severed to the minimum extent necessary, and the remaining provisions continue in force.

(e) A failure or delay by the Studio in exercising any right does not operate as a waiver of that right.

(f) This Agreement may be signed in counterparts, including by electronic signature and exchange.

By typing your name and submitting the form below you are signing electronically, and you agree that your electronic signature is the legal equivalent of your handwritten signature.