Independent Contractor Non Disclosure Agreement Template

INDEPENDENT CONTRACTOR NON-DISCLOSURE AGREEMENT

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

DISCLOSING PARTY: [________________________________________________] with a principal place of business located at [________________________________________________] ("Company"), AND

RECEIVING PARTY: [________________________________________________], an independent contractor with a principal place of business/residential address located at [________________________________________________] ("Contractor").

The Company and the Contractor may be collectively referred to as the "Parties."

1. PURPOSE

The Company and the Contractor have entered into a business relationship in which the Contractor will provide services to the Company (the "Relationship"). In connection with this Relationship, the Contractor may have access to or be exposed to confidential, proprietary, or private information belonging to the Company.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public 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 designs, and any other information designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. OBLIGATIONS OF CONTRACTOR

The Contractor agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of performing 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 such information for the performance of the Contractor’s duties 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 available 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; c) Is rightfully obtained by the Contractor from a third party without breach of any confidentiality obligation; or d) Is independently developed by the Contractor without the use of or reference to the Company’s Confidential Information.

5. TERM

The obligations under this Agreement shall remain in effect for a period of [___________] years following the termination or expiration of the Relationship between the Parties.

6. RETURN OF MATERIALS

Upon the written request of the Company or upon the termination of the Relationship, the Contractor shall promptly return or destroy all documents, records, and electronic files containing Confidential Information, and shall certify such destruction in writing if requested by the Company.

7. REMEDIES

The Contractor acknowledges that any breach of this Agreement may cause the Company irreparable harm for which monetary damages may be inadequate. Therefore, the Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, without the necessity of posting a bond.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [___________]. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in [___________].

9. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. No amendment or modification to this Agreement shall be valid unless in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

---

DISCLOSING PARTY (COMPANY):

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]

---

RECEIVING PARTY (CONTRACTOR):

Signature: ___________________________

Name: [___________________________]

Date: [___________________________]