Non Disclosure Agreement Template for Contractors

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

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

Disclosing Party: [________________________________________________] with its principal place of business at [________________________________________________] ("Company"), and

Recipient/Contractor: [________________________________________________] with a principal address at [________________________________________________] ("Contractor").

1. PURPOSE

The Company and the Contractor wish to enter into a business relationship in connection with [________________________________________________] (the "Purpose"). In connection with this relationship, the Company may disclose to the Contractor certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or confidential information, whether oral, written, electronic, or in any other form, disclosed by the Company to the Contractor, including but not limited to: trade secrets, business plans, customer lists, financial data, software code, product designs, marketing strategies, and any information marked as "Confidential" or which, given the nature of the information, should reasonably be understood to be confidential.

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 defined in Section 1; c) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the express prior written consent of the Company; d) Restrict 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 contained herein.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public other than as a result of a disclosure by the Contractor; b) Was within the Contractor’s possession prior to disclosure by the Company; c) Becomes available to the Contractor on a non-confidential basis from a source other than the Company; d) Is independently developed by the Contractor without the use of or reference to the Company’s Confidential Information.

5. RETURN OF MATERIALS

Upon the written request of the Company or upon the termination of the relationship between the parties, the Contractor shall promptly return or certify the destruction of all documents, records, and electronic files containing Confidential Information.

6. TERM

This Agreement shall remain in effect for a period of [___________] years from the Effective Date. The obligations regarding Confidential Information shall survive the termination of this Agreement for a period of [___________] years.

7. GOVERNING LAW AND JURISDICTION

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 [___________].

8. REMEDIES

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

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior discussions, understandings, or agreements. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

SIGNATURES

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

COMPANY:

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

CONTRACTOR:

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