Free NDA (Non-Disclosure Agreement) for HR Consultants

This Nondisclosure Agreement (the "Agreement") is entered into by and between [Company Name], a [insert business form] located at [Company Address] ("Disclosing Party") and [Name], a [insert business form] located at [insert address of other party] ("Receiving Party"), collectively referred to as the "parties", for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure by one or each (the "Disclosing Party") to the other (the "Receiving Party") of certain proprietary and confidential information (the "Confidential Information").

Effective Date: [Date]

1. Definition of Confidential Information

For the purposes of this Agreement, the term "Confidential Information" shall mean and include any and all non-public information, in any form or medium, whether oral, written, or electronic, that is disclosed or made available by the Disclosing Party to the Receiving Party, and which pertains to the Disclosing Party's business operations, strategies, plans, clients, intellectual property, or other proprietary interests. Such Confidential Information shall encompass, but is not limited to, proprietary data, trade secrets, business plans, marketing strategies, financial information, technical processes, software codes, customer lists, and any other materials or data that is deemed confidential and proprietary by the Disclosing Party. The obligations set forth in this Agreement pertaining to the non-disclosure and non-use of Confidential Information shall continue to apply irrespective of whether such information is marked or identified as confidential at the time of disclosure.

2. Non-Disclosure and Non-Use Obligations

The Receiving Party hereby covenants and agrees that, during the term of this Agreement and at all times thereafter, they shall not disclose, disseminate, or make available any Confidential Information, whether directly or indirectly, to any third party without the prior written consent of the Disclosing Party. Furthermore, the Receiving Party shall not use, replicate, modify, or derive benefits from any Confidential Information for any purpose other than the provision of services explicitly required under the engagement with the Disclosing Party, as set forth in any underlying service or consultancy agreement.

The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own similar proprietary information, but in no event with less than a reasonable standard of care. Any violation of these non-disclosure and non-use obligations shall be considered a material breach of this Agreement, giving rise to the Disclosing Party's right to seek immediate injunctive relief, damages, and any other legal or equitable remedies available under applicable law.

3. Exceptions to Confidential Information

Confidential Information excludes information that:

• Is already known to the Receiving Party at the time of disclosure.

• Is or becomes publicly known through no violation of this Agreement.

4. Duration

The Receiving Party’s obligation under this Agreement shall last for a period of [insert time duration] from the Effective Date.

5. Return of Confidential Information

Upon the completion of the consultancy agreement or upon the Disclosing Party's request, all Confidential Information, including copies and reproductions, must be returned or destroyed.

6. Penalties for Breach

The Receiving Party understands that any breach of this Agreement may result in immediate legal action, and they could be held liable for damages and legal fees incurred by the Disclosing Party.

7. Governing Law

This Agreement and the parties' respective rights, obligations, and remedies hereunder shall be governed by, construed, and enforced in accordance with the laws of the State or jurisdiction as specified herein by the parties ("Governing Jurisdiction"), without regard to its conflict of laws principles. The parties expressly consent to the exclusive jurisdiction and venue of the courts located within the Governing Jurisdiction for the resolution of any disputes arising out of or relating to this Agreement. All actions or proceedings relating to this Agreement will be venue exclusively in state or federal court in the Governing Jurisdiction, and the parties consent to and waive any objection to such jurisdiction and venue.

8. Contact Information

For further clarification regarding this Agreement, please contact:

• Email: [Company Email]

• Phone: [Company Phone Number]

• Address: [Company Address]

9. Amendments

Any amendment, modification, or alteration to this Agreement shall be valid only if executed in writing and duly signed by both the Disclosing Party and the Receiving Party. Such written amendments shall be attached to and become an integral part of this Agreement. No oral modification or amendment of this Agreement shall be valid or enforceable. The failure by either party to enforce any provision of this Agreement shall not constitute a waiver of such provision nor affect the right of such party to enforce such provision at a later time. Any waiver of any provision of this Agreement must be in writing and signed by the waiving party to be enforceable.

Disclosing Party Signature: ___________________________
Name: [insert name of Disclosing Party]
Date: [insert date]

Receiving Party Signature: ___________________________
Name: [Name]
Personal Email: [Personal Email]
User Phone: [User Phone]
Date: [Date]

Please send the signed Agreement to [Company Email] or deliver to [Company Address]. For more details, please visit [Company Website] or call [Company Phone Number].

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