Consultant Non Disclosure Agreement for the United States

Consultant Non Disclosure Agreement Template for United States

A comprehensive legal agreement governed by United States law that establishes confidentiality obligations between a company and a consultant or consulting firm. The document outlines the scope of confidential information, details protection requirements, specifies permitted uses, and establishes remedies for breach. It includes provisions compliant with federal regulations such as the Defend Trade Secrets Act and can be customized to address state-specific requirements. The agreement ensures protection of sensitive business information while enabling necessary information sharing for consulting services.

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What is a Consultant Non Disclosure Agreement?

The Consultant Non Disclosure Agreement is essential for businesses engaging external expertise while protecting proprietary information. This document is particularly relevant in the United States, where federal laws like the Defend Trade Secrets Act and state-specific trade secret protections create a complex legal framework for confidential information. The agreement should be implemented before sharing any sensitive information with consultants and typically includes detailed definitions of confidential information, security requirements, permitted uses, and breach remedies. It can be customized based on the nature of consulting services, industry requirements, and state-specific regulations. The document is crucial for maintaining competitive advantage while benefiting from external expertise.

What sections should be included in a Consultant Non Disclosure Agreement?

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the consultant), including full legal names and addresses

2. Background: Context of the consulting relationship and purpose of the NDA

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Representatives'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations to maintain confidentiality and permitted uses of confidential information

6. Security Measures: Required procedures and safeguards for protecting confidential information

7. Term and Survival: Duration of the agreement and which obligations survive termination

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Consultant Non Disclosure Agreement?

1. Intellectual Property Rights: Additional provisions regarding IP ownership and licenses when consulting work may involve creation of new IP

2. Permitted Disclosures: Specific circumstances where disclosure is allowed, such as to professional advisors or as required by law

3. Non-Solicitation: Restrictions on soliciting employees or clients, if relevant to the consulting relationship

4. Data Protection: Specific provisions for handling personal data when consultant may have access to such information

5. Audit Rights: Company's right to audit consultant's compliance with confidentiality obligations, useful for highly sensitive information

6. Insurance Requirements: Obligations to maintain specific insurance coverage, particularly for cybersecurity incidents

7. Residual Knowledge: Provisions addressing consultant's use of general knowledge and experience gained

8. Third Party Information: Specific provisions for handling confidential information belonging to third parties

What schedules should be included in a Consultant Non Disclosure Agreement?

1. Schedule A - Description of Services: Detailed description of consulting services to provide context for confidentiality obligations

2. Schedule B - Specific Types of Confidential Information: Detailed list of specific information types considered confidential

3. Schedule C - Security Protocols: Specific security measures and procedures required for handling confidential information

4. Schedule D - Authorized Representatives: List of individuals authorized to receive confidential information

5. Appendix 1 - Form of Acknowledgment: Template for consultant's employees or subcontractors to acknowledge NDA obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Professional Services

Research & Development

Pharmaceuticals

Energy

Telecommunications

Aerospace & Defense

Consumer Goods

Entertainment & Media

Education

Biotechnology

Real Estate

Relevant Teams

Legal

Procurement

Human Resources

Information Security

Compliance

Research & Development

Operations

Finance

Business Development

Project Management

Innovation

Risk Management

Information Technology

Executive Leadership

Contract Administration

Relevant Roles

Legal Counsel

Procurement Manager

Project Manager

Human Resources Director

Chief Executive Officer

Chief Technology Officer

Business Development Manager

Operations Director

Research Director

Information Security Officer

Compliance Officer

Contract Manager

Chief Financial Officer

Innovation Manager

Department Head

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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