Independent Contractor Confidentiality Agreement Template

INDEPENDENT CONTRACTOR CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Independent Contractor Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

COMPANY: [__________________________________________________], with its principal place of business located at [__________________________________________________] ("Company"), and

CONTRACTOR: [__________________________________________________], residing at [__________________________________________________] ("Contractor").

1. PURPOSE

The Company and Contractor have entered into a business relationship in which Contractor will provide services to the Company (the "Services"). In connection with these services, Contractor may be granted access to Confidential Information (as defined below). The parties wish to protect the proprietary nature of such information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means all non-public, proprietary, or sensitive information disclosed by the Company to the Contractor, whether orally, in writing, or by inspection of tangible objects, including but not limited to: trade secrets, software code, customer lists, financial data, business strategies, marketing plans, product roadmaps, and any other information marked "Confidential" or which, by its nature, would be reasonably understood to be confidential.

3. OBLIGATIONS OF CONTRACTOR

Contractor agrees to:

• a. Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information;
• b. Use Confidential Information solely for the purpose of performing the Services for the Company;
• c. Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Company; and
• d. Limit access to Confidential Information to those employees or agents who have a specific need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

4. EXCLUSIONS

Confidential Information does not include information that:

• a. Is or becomes generally known to the public through no breach of this Agreement by the Contractor;
• b. Was in the Contractor’s possession or known by the Contractor prior to receipt from the Company; or
• c. Is rightfully obtained by the Contractor from a third party without breach of any confidentiality obligation.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and remain in effect for a period of [___________] years following the termination of the business relationship between the parties. Upon termination of the Services or written request by the Company, Contractor shall promptly return or destroy all documents and materials containing Confidential Information in their possession.

6. REMEDIES

Contractor acknowledges that any breach of this Agreement may cause irreparable harm to the Company for which monetary damages may be insufficient. Accordingly, the Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [___________], without regard to its conflict of law principles.

8. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. Any amendments to this Agreement must be made in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COMPANY

Signature: ___________________________ Name: [___________________________] Title: [___________________________]

CONTRACTOR

Signature: ___________________________ Name: [___________________________] Date: [___________________________]