Non Disclosure Agreement Template Independent Contractor

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of this ______ day of ________, 20 (the "Effective Date"), by and between:

DISCLOSING PARTY: ____________________________________, located at ________________________________________________________ ("Company"),

AND

RECIPIENT: ____________________________________, located at ________________________________________________________ ("Contractor").

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

1. PURPOSE

The Company desires to engage the Contractor to perform certain services as described in that certain independent contractor agreement dated ________________ (the "Services"). In connection with these services, 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 sensitive information disclosed by the Company to the Contractor, whether orally, in writing, or electronically, including but not limited to: trade secrets, business plans, customer lists, financial data, software code, marketing strategies, product designs, and any other information marked as "Confidential" or which reasonably ought to be considered confidential given the nature of the information or the circumstances of disclosure.

3. OBLIGATIONS OF CONTRACTOR

The Contractor agrees to: a) Hold all Confidential Information in the strictest confidence and take all reasonable precautions to protect such information. b) Use the 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 express prior written consent of the Company. d) Limit access to Confidential Information to those of their 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 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. d) Is independently developed by the Contractor without the use of the Company’s Confidential Information.

5. TERM AND TERMINATION

The obligations under this Agreement shall commence on the Effective Date and shall survive the termination or expiration of the relationship between the Parties for a period of ______ years. Upon the written request of the Company, the Contractor shall promptly return or destroy all documents and materials containing Confidential Information.

6. REMEDIES

The Contractor acknowledges that any 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 legal remedies available, without the necessity of posting a bond.

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. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. No modification of this Agreement shall be effective unless in writing and signed by both Parties.

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

COMPANY:

Signature: ___________________________

Name: _______________________________

Title: ________________________________

CONTRACTOR:

Signature: ___________________________

Name: _______________________________

Title: ________________________________