Alabama consultant nda template

Alabama Consultant Non-Disclosure Agreement

This Alabama Consultant Non-Disclosure Agreement ("Agreement") is made and effective as of [Effective Date] by and between:

[Disclosing Party Legal Name], a [Disclosing Party Entity Type, e.g., Alabama Corporation], with its principal place of business at [Disclosing Party Address] ("Disclosing Party"), and

[Consultant Legal Name], a [Consultant Entity Type, e.g., Individual], residing at [Consultant Address] ("Consultant").

Definition of Confidential Information:

Option A: "Confidential Information" means any and all information disclosed by Disclosing Party to Consultant, whether in written, oral, electronic, visual, tangible, or intangible form, before, on, or after the Effective Date, including, but not limited to: business strategies, trade secrets, know-how, technical documentation, project plans, client and supplier information, intellectual property, software and source code, data sets, marketing and sales data, financial records, pricing models, proprietary methods, and any deliverables or work product generated during the engagement.

Option B: "Confidential Information" means any and all information disclosed by Disclosing Party to Consultant that is marked or identified as confidential or that reasonably should be understood to be confidential under the circumstances. It includes, but is not limited to: business strategies, trade secrets, know-how, technical documentation, project plans, client and supplier information, intellectual property, software and source code, data sets, marketing and sales data, financial records, pricing models, proprietary methods, and any deliverables or work product generated during the engagement.

Exclusions from Confidential Information:

Option A: The obligations under this Agreement shall not apply to information that:

is or becomes publicly available through no fault of Consultant;

was rightfully known to Consultant prior to its disclosure by Disclosing Party;

is rightfully received by Consultant from a third party without any obligation of confidentiality; or

is independently developed by Consultant without use of or reference to the Disclosing Party's Confidential Information, and Consultant can demonstrate such independent development through written records.

is disclosed pursuant to a valid subpoena, court order, or as otherwise required by Alabama or federal law, provided that Consultant provides Disclosing Party with prompt written notice of such requirement to allow Disclosing Party to seek a protective order or other appropriate remedy.

Option B: The following information shall not be considered Confidential Information:

Information generally known in the relevant industry at the time of disclosure.

Information released by Disclosing Party to others without restriction.

Information required to be disclosed by law, after providing reasonable notice to Disclosing Party.

Permitted Use:

Option A: Consultant shall use the Confidential Information solely for the purpose of performing the consulting services as described in [Description of Consulting Services or Reference to Exhibit A] (the "Permitted Purpose"). Consultant shall not use the Confidential Information for any other purpose, including but not limited to personal gain or to the detriment of Disclosing Party.

Option B: Consultant's use of Confidential Information is limited to activities directly necessary to fulfill the obligations outlined in the Statement of Work (SOW) dated [Date of SOW]. No other use is permitted.

Confidentiality Obligations:

Option A: Consultant shall take commercially reasonable and industry-standard measures to protect the Confidential Information from unauthorized disclosure or use, including, but not limited to: secure storage, limited access to Confidential Information to those employees or contractors who need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein, encryption protocols for digital data, and secure communication channels. Consultant shall not reproduce, transmit, or distribute the Confidential Information without the express written consent of Disclosing Party.

Option B: Consultant agrees to safeguard Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Consultant shall implement appropriate security measures, including but not limited to physical, electronic, and procedural safeguards, to prevent unauthorized access, use, or disclosure of the Confidential Information.

Notification of Breach:

Option A: Consultant shall immediately notify Disclosing Party in writing of any actual or suspected breach of this Agreement or unauthorized access, data loss, or improper use of the Confidential Information. Consultant shall fully cooperate with Disclosing Party in mitigating the effects of any such breach and in pursuing any available remedies. "Immediately" shall mean within 24 hours of discovery.

Option B: In the event of any actual or suspected breach of security or unauthorized disclosure of Confidential Information, Consultant shall notify Disclosing Party within [Number] hours of discovery and cooperate fully with Disclosing Party in any investigation or remedial action.

Duration of Confidentiality:

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the consulting engagement and for a period of [Number] years after the termination of the engagement. For trade secrets, as defined under the Alabama Trade Secrets Act, such obligations shall continue for as long as the information qualifies as a trade secret under Alabama law.

Option B: This Agreement shall remain in effect for the duration of the consultancy and for [Number] years following the conclusion of the consultancy. The protection of trade secrets shall extend indefinitely, as defined by the Alabama Trade Secrets Act.

Return of Confidential Information:

Option A: Upon termination of the consulting engagement or upon Disclosing Party's written request, Consultant shall immediately return to Disclosing Party all Confidential Information in Consultant's possession or control, including all copies, summaries, and extracts thereof. Alternatively, at Disclosing Party's option, Consultant shall destroy all such Confidential Information and certify such destruction in writing to Disclosing Party.

Option B: Upon termination of this Agreement or upon written request from Disclosing Party, Consultant shall, at Disclosing Party’s option, either return all Confidential Information to Disclosing Party or destroy all such Confidential Information and provide Disclosing Party with written certification of such destruction.

Non-Circumvention:

Option A: During the term of this Agreement and for a period of [Number] years after termination, Consultant shall not, directly or indirectly, use the Confidential Information to circumvent Disclosing Party or solicit business from Disclosing Party's clients, employees, or partners. This non-circumvention clause is intended to be reasonable in scope, geography, and duration to be enforceable under Alabama law.

Option B: Consultant agrees not to use Confidential Information to compete with Disclosing Party or solicit Disclosing Party's clients or employees for a period of [Number] years following termination of this Agreement.

Remedies for Breach:

Option A: Consultant acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, including ex parte relief if appropriate, to prevent any threatened or actual breach of this Agreement, in addition to any other remedies available at law or in equity. Consultant shall be liable for all damages, including consequential damages and attorneys' fees, resulting from any breach of this Agreement. Disclosing Party is entitled to indemnification from Consultant for any and all losses.

Option B: In the event of a breach of this Agreement by Consultant, Disclosing Party shall be entitled to injunctive relief, damages, and reasonable attorneys’ fees.

Governing Law and Venue:

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County Name] County, Alabama, and the parties hereby consent to the exclusive jurisdiction and venue of such courts. The parties agree to attempt to resolve any dispute through negotiation and mediation before initiating litigation.

Option B: This Agreement is governed by the laws of the State of Alabama. Any legal action relating to this Agreement shall be brought exclusively in the state or federal courts located in [City Name], Alabama.

Compliance with Alabama Trade Secrets Act:

Option A: This Agreement is intended to comply with the Alabama Trade Secrets Act. Nothing in this Agreement shall be construed to limit or waive any rights or remedies available to Disclosing Party under the Alabama Trade Secrets Act.

Option B: The parties acknowledge and agree that this Agreement is subject to the provisions of the Alabama Trade Secrets Act.

Intellectual Property:

Option A: No intellectual property or license rights are granted to Consultant under this Agreement, except as expressly authorized for the performance of the services outlined in [Description of Consulting Services or Reference to Exhibit A]. All intellectual property created during the consulting engagement shall be the exclusive property of Disclosing Party, unless otherwise stated in a separately executed IP assignment agreement. Consultant is prohibited from reverse engineering, decompiling, or analyzing Disclosing Party’s technology or data beyond the authorized purposes.

Option B: All intellectual property rights related to the Confidential Information and any work product created by Consultant during the engagement shall remain the exclusive property of Disclosing Party.

Subcontractors:

Option A: Consultant shall ensure that any of its personnel, subcontractors, or affiliates who have access to the Confidential Information are bound by confidentiality and security obligations at least as strict as those contained in this Agreement. Consultant shall disclose the identities of such personnel, subcontractors, or affiliates to Disclosing Party upon request.

Option B: If Consultant uses subcontractors, they must be bound by confidentiality agreements at least as restrictive as this one.

Severability:

Option A: If any provision of this Agreement is held to be invalid or unenforceable under Alabama law, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

Option B: If any part of this Agreement is deemed unenforceable, the remaining provisions will still be valid.

Independent Contractor:

Option A: The relationship between Disclosing Party and Consultant is that of independent contractors. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. Consultant is solely responsible for all taxes and other obligations arising out of Consultant's performance of services under this Agreement.

Option B: Consultant is an independent contractor. This Agreement does not create an employment relationship.

Counterparts:

Option A: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed electronically or physically, and such electronic or physical signatures shall be valid and enforceable under Alabama law, specifically the Alabama Electronic Transactions Act.

Option B: This Agreement may be signed in separate copies, which together constitute one agreement.

Entire Agreement:

Option A: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to such subject matter.

Option B: This Agreement is the complete agreement between the parties regarding confidentiality.

Opportunity for Legal Review:

Option A: Consultant acknowledges that they have had the opportunity to seek independent legal advice and fully understand the terms and conditions of this Agreement, including their obligations and rights under Alabama law.

Option B: Consultant acknowledges having the opportunity to consult with an attorney regarding this Agreement.

Mutual/Unilateral Disclosure:

Option A (Unilateral): This is a unilateral NDA where only [Disclosing Party Legal Name] is disclosing confidential information.

Option B (Mutual): This is a mutual NDA, and both parties may disclose confidential information to each other.

Amendment:

Option A: This Agreement may be amended only by a written instrument signed by both parties.

Option B: Any changes to this Agreement must be in writing and signed by both parties.

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

[Disclosing Party Legal Name]

By: [Disclosing Party Name]

Title: [Disclosing Party Title]

[Consultant Legal Name]

By: [Consultant Name]

Title: [Consultant Title]