Non Disclosure Agreement for Contract Employees

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

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

COMPANY: [________________________________________________] (“Company”), with its principal place of business located at [________________________________________________]

CONTRACTOR: [________________________________________________] (“Contractor”), with a principal address located at [________________________________________________]

(Collectively referred to as the “Parties”).

1. PURPOSE

The Company has engaged the Contractor to provide services related to [________________________________________________] (the “Engagement”). In connection with this Engagement, the Contractor may be given access to confidential, proprietary, or private information belonging to the Company.

2. DEFINITION OF CONFIDENTIAL INFORMATION

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

3. OBLIGATIONS OF CONTRACTOR

The Contractor agrees: a) To hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such information; b) To use the Confidential Information solely for the purpose of performing the services required under the Engagement; c) Not to disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Company; d) To restrict access to the 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 contained 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; c) Is rightfully obtained by the Contractor from a third party without breach of any confidentiality obligation.

5. RETURN OF MATERIALS

Upon the termination of the Engagement, or upon the Company’s earlier request, the Contractor shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify in writing that all such materials have been returned or destroyed.

6. TERM

The obligations under this Agreement shall survive the termination of the Engagement and shall remain in effect for a period of [___________] years from the date of disclosure.

7. REMEDIES

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

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 resolved in the courts of [___________].

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended in writing signed by both Parties.

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

COMPANY:

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

CONTRACTOR:

Signature: ___________________________

Name: [___________________________]

Date: [___________________________]