Consultant Non-Disclosure Agreement

This Consultant Non-Disclosure Agreement (the "Agreement") is entered into as of [Date], by and between [Your Company Name], located at [Your Company Address], with email at [Your Company Email] and phone number [Your Company Number] (hereinafter referred to as the "Consultant"), and [Client's Name], located at [Client's Address], with email at [Client's Email] and phone number [Client's Number] (hereinafter referred to as the "Client").

1. Purpose

The purpose of this Agreement is to ensure that all confidential and proprietary information exchanged between the Consultant and the Client during the term of their business relationship is protected from unauthorized disclosure or misuse. The Consultant will provide consulting services to the Client in connection with the development of a new marketing strategy for the Client's upcoming product launch, which may involve sharing sensitive business information, including customer data, sales forecasts, and competitive analysis.

2. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" refers to all proprietary, confidential, or trade secret information disclosed by one party to the other, whether in written, oral, electronic, or other form, including but not limited to:

• Business plans, strategies, financial information, forecasts, projections, and records

• Product designs, specifications, engineering data, software, and technical drawings

• Marketing strategies, customer data, sales information, pricing models, and customer lists

• Trade secrets, intellectual property, inventions, and processes

• Any other information that the receiving party should reasonably understand to be confidential, proprietary, or sensitive, including any notes, analyses, summaries, or reports derived from the disclosed information

Confidential Information also includes any information that the disclosing party marks as confidential or proprietary or that the receiving party understands to be confidential based on the context in which it is disclosed.

3. Obligations of the Consultant

The Consultant agrees to the following obligations regarding Confidential Information:

• Maintain the confidentiality of all Confidential Information disclosed by the Client and prevent any unauthorized access, use, or disclosure of such information.

• Use the Confidential Information solely for the purpose of providing consulting services to the Client, and not for any personal or third-party gain or benefit.

• Take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, including implementing physical, electronic, and procedural safeguards.

• Not copy, reproduce, or use Confidential Information for any purpose other than the specific purpose outlined in this Agreement without the prior written consent of the Client.

• Inform all employees, agents, or third parties involved in the project of their confidentiality obligations and ensure that they comply with the terms of this Agreement.

4. Obligations of the Client

The Client agrees to the following obligations regarding Confidential Information:

• Provide the Consultant with all necessary Confidential Information to enable the Consultant to perform the agreed consulting services.

• Ensure that all Confidential Information provided to the Consultant is clearly marked as confidential or proprietary, or otherwise identified as confidential by its nature or context.

• Take reasonable steps to ensure that the information disclosed to the Consultant is accurate, complete, and up-to-date, as the Consultant may rely on this information to provide accurate consulting services.

• Not to disclose to the Consultant any information that the Client knows or believes to be in violation of any other agreements or laws, or that could cause harm to any third party.

5. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was or becomes publicly available through no fault of the receiving party, such as through publication, public disclosure, or general availability.

• Was already in the possession of the receiving party prior to disclosure by the disclosing party, provided that such information was not acquired through a breach of any prior confidentiality obligations.

• Was independently developed by the receiving party without reference to the Confidential Information disclosed by the disclosing party.

• Was lawfully obtained from a third party who did not have any duty of confidentiality to the disclosing party.

• Is required to be disclosed by law, regulation, or court order, provided that the receiving party promptly notifies the disclosing party of such requirement in order to allow the disclosing party an opportunity to seek an appropriate protective order.

6. Duration of Confidentiality

The Consultant's obligation to protect the confidentiality of the Confidential Information shall remain in effect for [3] years following the termination or expiration of this Agreement, regardless of the reason for termination. However, any trade secrets or other highly sensitive information shall be protected for as long as such information retains its confidential and proprietary nature.

7. No License

Nothing in this Agreement grants the Consultant any rights or licenses to use the Confidential Information except as expressly necessary to perform the consulting services described in this Agreement. All intellectual property rights and ownership of the Confidential Information shall remain with the disclosing party, and nothing in this Agreement shall be construed as transferring any such rights.

8. Return of Confidential Information

Upon the termination or expiration of this Agreement, or upon request by the Client, the Consultant agrees to immediately return, destroy, or delete all copies of Confidential Information, including all documents, records, files, and electronic data containing such information. The Consultant shall certify in writing to the Client that all Confidential Information has been returned or destroyed, as applicable.

9. No Obligation to Enter into Agreement

This Agreement does not obligate the Client to engage the Consultant for any specific project or consulting services, nor does it obligate either party to enter into any future agreements. The Consultant's obligations with respect to Confidential Information only apply in relation to the specific consulting services to be provided and the Confidential Information disclosed for that purpose.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought in the courts located in [Your Jurisdiction], and both parties hereby consent to the exclusive jurisdiction and venue of such courts.

11. Indemnity

The Consultant agrees to indemnify, defend, and hold harmless the Client, its officers, directors, employees, and agents, from and against any and all claims, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in connection with the Consultant's failure to comply with the terms of this Agreement, including any unauthorized use or disclosure of Confidential Information.

12. No Waiver

No waiver of any provision of this Agreement shall be deemed a waiver of any other provision or of the same provision at a later time. Failure to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision. Any waiver must be in writing and signed by both parties.

13. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous discussions, negotiations, or agreements, whether oral or written. Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

14. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity of the remaining provisions of this Agreement shall not be affected, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

15. Remedies

The Consultant acknowledges that any unauthorized disclosure or use of the Confidential Information may result in irreparable harm to the Client, and that the Client shall be entitled to seek equitable remedies, including injunctive relief, in addition to any other available legal remedies.

16. Assignment

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except in the case of a merger, acquisition, or sale of substantially all of its assets, in which case the obligations under this Agreement will bind the successor party.

IN WITNESS WHEREOF, the undersigned have executed this Consultant Non-Disclosure Agreement as of the date first written above.

[Your Company Name]
Name: [Your Name]
Title: [Your Title]
Date: [Date]

[Client's Name]
Name: [Client's Name]
Title: [Client's Title]
Date: [Date]

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