The NDA for Contractors is essential when engaging independent contractors who will have access to sensitive business information. This document type is commonly used across the United States and provides legal protection under both federal and state laws. It defines what constitutes confidential information, establishes clear obligations for maintaining confidentiality, and outlines consequences for unauthorized disclosure. The agreement typically includes provisions compliant with the Defend Trade Secrets Act and relevant state trade secret laws.
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1. Parties: Identification of the disclosing and receiving parties, including their legal names and addresses
2. Background: Context of the contractor relationship and purpose of the NDA
3. Definitions: Definition of confidential information, trade secrets, and other key terms used in the agreement
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements
6. Term and Termination: Duration of the agreement and circumstances for termination
7. Return of Information: Requirements for returning or destroying confidential information upon termination
8. General Provisions: Standard legal provisions including governing law, jurisdiction, and severability
1. Non-Solicitation: Optional provisions preventing contractor from soliciting employees or clients of the company
2. Non-Competition: Optional restrictions on contractor's ability to compete with the company
3. Intellectual Property Rights: Optional provisions addressing ownership of any IP created during the engagement
4. Security Requirements: Optional specific security measures required for handling confidential information
1. Schedule A - Confidential Information: Detailed list of specific confidential information covered by the agreement
2. Schedule B - Permitted Recipients: List of authorized recipients of confidential information
3. Schedule C - Security Protocols: Specific security or handling requirements for confidential information
Relevant legal definitions
Confidential Information
Trade Secrets
Proprietary Information
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representatives
Term
Services
Intellectual Property Rights
Affiliate
Business Day
Effective Date
Representatives
Material
Deliverables
Project
Contractor
Company
Confidential Materials
Derivative Works
Third Party
Residual Information
Personal Data
Restricted Information
Trade Secrets
Proprietary Information
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representatives
Term
Services
Intellectual Property Rights
Affiliate
Business Day
Effective Date
Representatives
Material
Deliverables
Project
Contractor
Company
Confidential Materials
Derivative Works
Third Party
Residual Information
Personal Data
Restricted Information
Clauses
Confidentiality
Non-Disclosure
Protection of Information
Permitted Use
Return of Materials
Term and Termination
Non-Solicitation
Non-Competition
Intellectual Property Rights
Data Protection
Security Measures
Breach Notification
Remedies
Indemnification
Severability
Survival
Governing Law
Jurisdiction
Assignment
Amendment
Entire Agreement
Notice Requirements
Force Majeure
Waiver
Third Party Rights
Non-Disclosure
Protection of Information
Permitted Use
Return of Materials
Term and Termination
Non-Solicitation
Non-Competition
Intellectual Property Rights
Data Protection
Security Measures
Breach Notification
Remedies
Indemnification
Severability
Survival
Governing Law
Jurisdiction
Assignment
Amendment
Entire Agreement
Notice Requirements
Force Majeure
Waiver
Third Party Rights
Relevant Industries
Relevant Teams
Relevant Roles
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