Contractor Non-Disclosure Agreement
This Contractor Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between [Company name], [entity type and state, e.g. a Delaware corporation] ("Company") and [Contractor name], an individual ("Contractor"). Each is a "Party" and together they are the "Parties."
1. Purpose
The Company will share certain information with the Contractor in connection with services the Contractor performs for the Company (the "Purpose").
2. Confidential Information
"Confidential Information" means any non-public information disclosed by the Company to the Contractor, in any form (written, oral, electronic, or by inspection), that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes trade secrets, source code, systems and credentials, customer and end-user data, product plans, pricing, and information that the Company's own clients have entrusted to it.
3. Exclusions
Confidential Information does not include information that the Contractor can show: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Contractor before disclosure, without a duty of confidentiality; (c) is lawfully received from a third party who is not under a duty of confidentiality; or (d) is independently developed by the Contractor without use of or reference to the Confidential Information.
General skills, knowledge, and experience that the Contractor acquires are not Confidential Information merely because they were gained while working with the Company.
4. Obligations
The Contractor will: (a) use the Confidential Information only for the Purpose; (b) not disclose it to anyone except its employees, officers, advisors, and professional representatives who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care. The Contractor is responsible for any breach by persons to whom it discloses Confidential Information.
The Contractor will promptly notify the Company after becoming aware of any unauthorized use or disclosure.
5. Legally Required Disclosure
If the Contractor is required by law, regulation, or court order to disclose Confidential Information, it may do so, provided that (where legally permitted) it gives the Company prompt notice and reasonable help to seek a protective order, and discloses only the portion legally required.
6. Protected Rights
Nothing in this Agreement prohibits or restricts any Party or individual from: (a) reporting a possible violation of law to, filing a charge or complaint with, or communicating with, providing information to, or participating in an investigation by any government agency or official (including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, and the Occupational Safety and Health Administration) without notice to the other Party; (b) testifying truthfully in any legal proceeding; (c) disclosing information as required by law; or (d) discussing or disclosing information about sexual assault, sexual harassment, discrimination, or other conduct that the individual reasonably believes to be unlawful, to the extent such rights cannot be waived under applicable law, including the federal Speak Out Act (42 U.S.C. § 19401 et seq.).
Nothing in this Agreement restricts the Contractor's rights under Section 7 of the National Labor Relations Act, where applicable, including the right to discuss wages, hours, and other terms and conditions of employment.
Notice of immunity under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
7. Term
This Agreement covers disclosures made during the three (3) years following the Effective Date, unless either Party ends it earlier by written notice. The Contractor's obligations for information disclosed during that period continue for three (3) years after the Agreement ends. For any Confidential Information that is a trade secret under applicable law, these obligations continue for as long as it remains a trade secret.
8. Return or Destruction
On the Company's written request or when the Contractor's engagement ends, the Contractor will promptly return or destroy all Confidential Information in its possession, together with any Company devices, documents, and property, and, if requested, confirm this in writing. The Contractor may keep copies stored in routine electronic backups or required by law, which remain subject to this Agreement.
9. No License; No Warranty
All Confidential Information remains the property of the Company. Nothing in this Agreement grants any license or right under any patent, copyright, trademark, or trade secret, except the limited right to use Confidential Information for the Purpose. Confidential Information is provided "as is," without warranty of any kind.
10. Contractor Personnel
The Contractor will ensure that any employee or subcontractor who receives Confidential Information is bound by written confidentiality obligations at least as protective as this Agreement. If the Parties have a separate services agreement, this Agreement supplements it, and the more protective confidentiality term applies.
This Agreement does not create an employment relationship and does not restrict the Contractor from working for other clients, provided the Contractor does not use or disclose the Company's Confidential Information.
11. Remedies
Unauthorized use or disclosure of Confidential Information may cause the Company irreparable harm for which money damages would be inadequate. The Company may seek injunctive or other equitable relief, in addition to any other remedy available at law, without having to prove actual damages to the extent permitted by law.
12. General
Governing law. This Agreement is governed by the laws of [State or country], without regard to its conflict-of-laws rules.
Entire agreement. This Agreement is the Parties' entire agreement about its subject matter and replaces any prior understanding on that subject. It may be changed only in a writing signed by both Parties.
Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement will remain in effect.
Assignment. Neither Party may assign this Agreement without the other's written consent, except that the Company may assign it to a successor to its business.
Counterparts and signatures. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.
[Company name] Name: [Signatory name]
Title: [Title]
Date: ____________
[Contractor name] Name: [Name]
Date: ____________