Contractor Non-Disclosure Agreement

This Contractor Non-Disclosure Agreement (the "Agreement") is entered into on this [Month, Day, Year], by and between:

Parties to the Agreement

[Your Company Name]
[Your Company Address]
[Your Company Email]
[Your Company Number]

(hereinafter referred to as the "Contractor")

AND

The undersigned independent contractor (hereinafter referred to as the "Contractor Employee")

[Employee Name]
[Employee Address]
[Employee Email]
[Employee Number]

Collectively, referred to as the "Parties."

1. Confidential Information

1.1 Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" includes, but is not limited to, all technical, financial, business, marketing, legal, operational, customer, and proprietary information disclosed by the Contractor to the Contractor Employee. This may include, without limitation:

• Product designs, software code, algorithms, and trade secrets.

• Business strategies, plans, forecasts, and marketing materials.

• Financial data, pricing structures, and sales strategies.

• Client and vendor lists, contact information, and business relationships.

• Any information marked or stated as confidential, or any information that the Contractor Employee should reasonably understand to be confidential given the nature of the disclosure.

• Internal communications regarding business operations or customer negotiations.

• Any technological innovations, research, prototypes, or development plans.

Confidential Information may be disclosed in written, verbal, electronic, or any other form, and is protected by this Agreement regardless of how it is communicated. This includes both tangible and intangible forms of data.

1.2 Exclusions from Confidential Information

Confidential Information does not include any information that:

• Was in the public domain at the time of disclosure, or enters the public domain through no fault of the Contractor Employee.

• Was lawfully in the possession of the Contractor Employee prior to disclosure by the Contractor, without obligation of confidentiality.

• Is disclosed to the Contractor Employee by a third party who did not breach any confidentiality obligations in doing so.

• Is required to be disclosed under applicable law, provided that the Contractor Employee provides prior notice to the Contractor to seek protective or confidential treatment.

• Has been independently developed by the Contractor Employee without the use of any Confidential Information.

2. Obligations of the Contractor Employee

2.1 Non-Disclosure Obligation

The Contractor Employee agrees to keep all Confidential Information confidential and will not, without the prior written consent of the Contractor, disclose, divulge, or otherwise communicate any Confidential Information to any third party. This includes sharing with any employee or contractor of the Contractor Employee’s other business interests or projects. The Contractor Employee shall take all necessary precautions to ensure that such information is not disclosed, including but not limited to encryption, secure data storage, and safe handling of physical documents.

The Contractor Employee agrees to only disclose Confidential Information to employees or agents who have a need to know such information to perform their duties under this Agreement, and only if they are similarly bound by confidentiality obligations.

2.2 Non-Use Obligation

The Contractor Employee agrees to use the Confidential Information solely for the purpose of performing the contracted work for the Contractor, and not for any other purpose. This includes using the Confidential Information for personal gain, or the gain of any other person, company, or entity, directly or indirectly. The Contractor Employee shall not, under any circumstances, utilize the Confidential Information to directly or indirectly compete with the Contractor or assist others in doing so.

2.3 Safeguarding Confidential Information

The Contractor Employee agrees to take all reasonable precautions and measures to protect and safeguard the Confidential Information from any unauthorized access, use, or disclosure. This includes ensuring that all physical, electronic, or written materials containing Confidential Information are properly stored and protected. The Contractor Employee will not leave Confidential Information unsecured or expose it to unauthorized persons or parties.

The Contractor Employee is also responsible for ensuring that any devices, whether personal or provided by the Contractor, are adequately secured to prevent unauthorized access to the Confidential Information. This may involve setting strong passwords, using encryption software, and ensuring secure access to networks and data.

3. Duration of Confidentiality

3.1 Continuing Obligations

The obligations of confidentiality under this Agreement shall continue for a period of [3] years from the date of disclosure of the Confidential Information. The period of confidentiality shall extend even beyond the termination of the Contractor’s engagement with the Contractor Employee. This extended period is necessary to prevent any risk of competitive harm to the Contractor’s business and ensure that the Confidential Information remains protected after the relationship has concluded.

3.2 Survival of Confidentiality Obligations

The Contractor Employee’s obligations under this Agreement shall survive the expiration or termination of the Contractor's engagement. This means that the Contractor Employee remains bound by the terms of this Agreement even after the work for the Contractor has been completed, or the relationship has otherwise ended. This includes maintaining the confidentiality of any information obtained during the engagement, even if it is not directly related to the work performed at the time.

4. Return of Materials

4.1 Return of Confidential Information

Upon termination or conclusion of the Contractor's engagement, or upon the Contractor’s written request, the Contractor Employee agrees to promptly return all materials, documents, and any other form of Confidential Information in the Contractor Employee's possession or control. This includes:

• Hard copy documents.

• Digital files and backups.

• Electronic devices containing Confidential Information.

• Any working files, prototypes, or notes that reference Confidential Information.

In the event that the Contractor Employee has stored Confidential Information on personal devices, the Contractor Employee is responsible for ensuring that all such information is permanently deleted from those devices and cannot be recovered or accessed.

4.2 Destruction of Confidential Information

If the Contractor requests, the Contractor Employee agrees to destroy all materials containing Confidential Information that cannot be returned due to their nature (e.g., digital files). The Contractor Employee must provide the Contractor with a certificate of destruction confirming that all such materials have been permanently destroyed and are no longer accessible.

5. No License

5.1 No Grant of Rights

Nothing in this Agreement grants the Contractor Employee any rights or licenses, by implication, estoppel, or otherwise, to use or exploit the Confidential Information for any purpose other than the work expressly authorized by the Contractor. This includes the right to make, modify, or distribute any materials or documents based on the Confidential Information.

5.2 Retention of Ownership

All Confidential Information remains the sole property of the Contractor. The Contractor Employee does not have any ownership or rights to retain, use, or further distribute any Confidential Information after the termination of the Agreement. All rights, titles, and interests in and to the Confidential Information are reserved exclusively for the Contractor.

6. No Obligation to Disclose

6.1 Voluntary Disclosure

Nothing in this Agreement obligates the Contractor to disclose any specific Confidential Information to the Contractor Employee. The Contractor is under no obligation to provide any particular information, and the decision to share information is at the Contractor’s sole discretion. The Contractor may disclose only the information that is necessary for the Contractor Employee to perform their contracted duties, and only to the extent required.

6.2 Confidentiality of Non-Disclosed Information

In the event that no Confidential Information is disclosed, the Contractor Employee is still required to maintain confidentiality and respect any information shared in the course of their engagement with the Contractor. Even if the Contractor Employee has not received Confidential Information, they must still respect the proprietary nature of the Contractor’s business and refrain from using any non-disclosed information for personal or commercial purposes.

7. Remedies for Breach

7.1 Legal Action and Remedies

The Contractor Employee acknowledges that any breach of this Agreement may result in immediate and irreparable harm to the Contractor. The Contractor Employee agrees that the Contractor may seek:

• Injunctive relief to prevent further disclosures or misuse of Confidential Information.

• Monetary damages for losses incurred due to a breach, including consequential and incidental damages.

• Recovery of legal costs and fees incurred in enforcing this Agreement.

7.2 Specific Performance

The Contractor Employee further agrees that in the event of a breach of this Agreement, the Contractor may seek specific performance, including any legal actions necessary to prevent further violations. This includes the right to demand that the Contractor Employee cease any activity that violates this Agreement and that they take action to correct any harm caused.

8. No Waiver

8.1 Enforcement of Agreement Terms

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of any provision or future breach of the Agreement. A waiver of any term or provision shall be valid only if made in writing by the party waiving such provision. The waiver of a breach of one provision does not waive the breach of any other provision of this Agreement.

9. Governing Law

9.1 Choice of Law

This Agreement shall be governed by, and construed in accordance with, the laws of the state of [State], without regard to its conflict of law principles. The parties agree that the courts of [State] shall have exclusive jurisdiction over any disputes arising under this Agreement.

9.2 Dispute Resolution

Any disputes arising from or related to this Agreement shall be resolved through mediation in the state of [Insert State], under the rules of Mediation Organization. In the event of legal action, the prevailing party will be entitled to recover reasonable attorney’s fees and other legal costs.

10. Entire Agreement

10.1 Full Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter. No representations, promises, or understandings, oral or written, not specifically contained herein, shall be binding on the Parties.

10.2 Modification of Agreement

Any modifications to this Agreement must be made in writing and signed by both parties. Any oral modifications or understandings are not valid. This includes any changes to the scope of the Confidential Information or to the nature of the Contractor Employee’s obligations.

11. Execution of Agreement

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

[Your Company Name]

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

Employee

Name: [Employee Name]
Date:                               

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