Free Non-Disclosure Agreement for Contractors Template
Non-Disclosure Agreement for Contractors
This Non-Disclosure Agreement ("Agreement") is entered into as of January 1, 2050, by and between [Your Company Name], a company duly incorporated under the laws of Missouri, with its principal place of business located at [Your Company Address] ("Disclosing Party"), and Jerrell Lowe, an independent contractor residing at St. Louis, MO 63101 ("Receiving Party").
This Agreement sets forth the terms and conditions under which the Receiving Party agrees to maintain the confidentiality of certain proprietary and confidential information shared by the Disclosing Party.
I. Confidential Information
For the purposes of this Agreement, "Confidential Information" includes any and all information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in written, oral, or electronic form. This may include:
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Business strategies, financial data, and forecasts
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Proprietary designs, drawings, and technical specifications
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Product development plans and intellectual property
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Customer information, vendor contacts, and marketing strategies
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Any other information that the Disclosing Party deems confidential
Confidential Information does not include information that is:
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Publicly available at the time of disclosure
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Obtained from another source by the Receiving Party without breaching confidentiality.
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Independently developed by the Receiving Party without using the Confidential Information
II. Obligations of the Receiving Party
1. Non-Disclosure and Non-Use
The Receiving Party agrees to keep the Confidential Information strictly confidential and shall not disclose or use such information for any purpose other than performing the agreed-upon services or work.
2. Safeguarding the Information
The Receiving Party shall take all necessary precautions to protect the Confidential Information from unauthorized use or disclosure, including ensuring that only those individuals within the Receiving Party's organization who need to know the information are allowed access.
III. Duration of Confidentiality
The confidentiality obligations set forth in this Agreement shall remain in effect for three (3) years from the date of disclosure of the Confidential Information, or until the information no longer qualifies as confidential under the terms of this Agreement, whichever occurs first.
IV. Return of Confidential Information
Upon completion of the services or at the Disclosing Party’s request, the Receiving Party agrees to promptly return or destroy all Confidential Information, including copies, documents, and any other materials containing such information.
V. No License or Ownership Rights
This Agreement does not grant the Receiving Party any rights, title, or interest in the Confidential Information. All ownership rights, title, and interest in the Confidential Information remain solely with the Disclosing Party.
VI. Exclusions from Confidentiality
The confidentiality obligations do not apply to information that:
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Was known to the Receiving Party before receiving it from the Disclosing Party
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Becomes publicly available through no fault of the Receiving Party
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Is disclosed with the prior written consent of the Disclosing Party
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Is required by law or court order to be disclosed, provided that the Receiving Party informs the Disclosing Party in advance to allow them an opportunity to protect the information
VII. Breach and Remedies
The Receiving Party acknowledges that any unauthorized disclosure or use of Confidential Information will result in immediate harm to the Disclosing Party. As such, the Disclosing Party may seek legal remedies, including injunctive relief, as well as any other remedies available by law for breach of this Agreement.
VIII. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Any dispute arising from this Agreement shall be resolved in accordance with the jurisdiction of the courts located within Missouri.
IX. Miscellaneous Provisions
1. Entire Agreement
This Agreement constitutes the complete and exclusive understanding between the parties with respect to the subject matter and supersedes all prior understandings or agreements, whether written or oral.
2. Modifications
Any modification or amendment to this Agreement must be in writing and executed by both parties to be binding.
X. Signatures
By signing below, the parties confirm that they agree to the terms and conditions of this Non-Disclosure Agreement.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Operating Officer
For the Receiving Party:
Name: Jerrell Lowe
Title: Contractor
