Non Disclosure Agreement Consultant Template

Non-Disclosure Agreement (NDA) - Consultant

Document ID: TR-NDA-CONSULT-001 Effective Date: [____/____/2026]

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Instructions for Use

• Completion: This form is to be completed by an authorized representative of the Disclosing Party and the consultant (Receiving Party) prior to the commencement of any confidential discussions or project work requiring access to proprietary information.
• Filing & Retention: The fully executed original agreement must be retained in the corporate legal files for a minimum of seven (7) years following the termination or expiration of the agreement. A copy should be provided to the consultant and project manager.
• Mandatory Attachments: No mandatory attachments are required for this standard template. Any project-specific scope of work or separate services agreement should be referenced within the body if applicable.

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Document Body

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of the Effective Date by and between:

Disclosing Party:

Name: [____________________] Address: [____________________________________________________] City, State/Province, Postal Code: [____________________]

and

Receiving Party (Consultant):

Name: [____________________] Address: [____________________________________________________] City, State/Province, Postal Code: [____________________] Email: [____________________]

(Each referred to individually as a "Party" and collectively as the "Parties").

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RECITALS

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information; and

WHEREAS, the Receiving Party, in its capacity as an independent consultant, has been engaged or is being considered for engagement by the Disclosing Party to provide services related to [____________________] (the "Purpose"); and

WHEREAS, in connection with the Purpose, the Receiving Party may be exposed to or provided with access to the Disclosing Party's Confidential Information; and

WHEREAS, the Parties desire to protect the secrecy of such Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

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1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, which is marked as confidential or which, by its nature, would reasonably be understood to be confidential. Confidential Information includes, but is not limited to:

• 1.1. Business plans, strategies, financial data, marketing plans, customer lists, pricing information, and sales data.
• 1.2. Technical data, product designs, specifications, software (source code and object code), algorithms, inventions, research and development information.
• 1.3. Trade secrets, know-how, processes, formulas, and intellectual property.
• 1.4. Personnel information, supplier lists, and operational procedures.
• 1.5. Any third-party information that the Disclosing Party is obligated to keep confidential.

Exclusions: Confidential Information shall not include information that:

• (a) Is or becomes publicly known through no wrongful act or omission of the Receiving Party;
• (b) Was already known to the Receiving Party without restriction on use or disclosure prior to its disclosure by the Disclosing Party, as evidenced by written records;
• (c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records;
• (d) Is rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or
• (e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party before such disclosure, allowing the Disclosing Party a reasonable opportunity to seek a protective order or equivalent relief.

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2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to:

• 2.1. Non-Disclosure: Hold all Confidential Information in strict confidence and not disclose it to any third party, except as explicitly permitted herein.
• 2.2. Limited Use: Use the Confidential Information solely for the Purpose and for no other reason.
• 2.3. Protection: Protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• 2.4. No Reverse Engineering: Not to reverse engineer, decompile, or disassemble any software, hardware, or other tangible objects that embody the Disclosing Party's Confidential Information.
• 2.5. Personnel Access: Limit access to Confidential Information to only those of its employees, agents, and subcontractors who have a "need to know" such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its employees, agents, or subcontractors.

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3. TERM OF AGREEMENT AND CONFIDENTIALITY OBLIGATIONS

• 3.1. Term: This Agreement shall commence on the Effective Date and remain in effect for a period of [__________] ([ ] Year(s) / [ ] Month(s)) unless terminated earlier by either Party upon [__________] ([ ] Days / [ ] Weeks) written notice.
• 3.2. Survival of Obligations: The obligations of confidentiality and non-use under this Agreement shall survive the termination or expiration of this Agreement for a period of [__________] ([ ] Years / [ ] Indefinite (for Trade Secrets)) from the date of disclosure of the respective Confidential Information.

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4. NO LICENSE OR OWNERSHIP

Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in the Confidential Information to the Receiving Party. All right, title, and interest in and to the Confidential Information shall remain solely with the Disclosing Party.

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5. RETURN OR DESTRUCTION OF MATERIALS

Upon the Disclosing Party's written request or upon the termination or expiration of this Agreement, the Receiving Party shall:

• 5.1. Promptly return to the Disclosing Party all documents, data, notes, and other tangible materials (including all copies thereof) containing or embodying any Confidential Information.
• 5.2. Alternatively, upon written instruction from the Disclosing Party, destroy all such materials and provide a written certification of destruction within [__________] business days.
• 5.3. Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information for archival purposes, subject to the continuing confidentiality obligations hereunder.

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6. REMEDIES

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Disclosing Party for which monetary damages alone would be an insufficient remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent any actual or threatened breach of this Agreement.

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7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [____________________], without regard to its conflict of laws principles. The Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in [____________________] County, [____________________] State.

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8. SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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9. WAIVER

No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

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10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether oral or written. This Agreement may not be modified except by a written instrument signed by both Parties.

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11. NOTICES

Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) upon confirmed facsimile transmission; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after mailing by certified or registered mail, return receipt requested, postage prepaid, to the addresses specified at the beginning of this Agreement.

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12. ASSIGNMENT

This Agreement and the rights and obligations hereunder may not be assigned, delegated, or otherwise transferred by the Receiving Party without the prior written consent of the Disclosing Party.

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13. RELATIONSHIP OF PARTIES

The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties.

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EXECUTION & SIGNATURE BLOCK

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

DISCLOSING PARTY:

By: ______________________________ (Authorized Signature)

Printed Name: [____________________]

Title: [____________________]

Date: [____/____/2026]

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RECEIVING PARTY (Consultant):

By: ______________________________ (Authorized Signature)

Printed Name: [____________________]

Title: [____________________]

Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.