Alabama independent contractor nda template

Alabama Independent Contractor NDA

This Alabama Independent Contractor Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between:

• [Disclosing Party Name], located at [Disclosing Party Address] (“Disclosing Party”), and
• [Receiving Party Name], located at [Receiving Party Address] (“Receiving Party”).

WHEREAS, Disclosing Party possesses certain Confidential Information (as defined below); and

WHEREAS, Receiving Party is an independent contractor providing services to Disclosing Party; and

WHEREAS, Disclosing Party desires to disclose Confidential Information to Receiving Party solely for the purpose of Receiving Party’s performance of services under the independent contractor relationship.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Independent Contractor Relationship.

• This Agreement is made in connection with an independent contractor relationship between the parties.
• It is expressly understood and agreed that Receiving Party is an independent contractor and not an employee, partner, or agent of Disclosing Party. Nothing in this Agreement shall be construed to create any such relationship.
• Receiving Party shall not be entitled to any employee benefits or protections under Alabama law or otherwise.

2. Definition of Confidential Information.

• "Confidential Information" means any information disclosed by Disclosing Party to Receiving Party, whether orally, visually, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances.
• Confidential Information includes, but is not limited to:
  • Client and project data.
  • Unique business processes.
  • Proprietary technology and software.
  • Trade secrets as defined under the Alabama Trade Secrets Act.
  • Research and development materials.
  • Non-public customer, vendor, and/or patient lists.
  • Marketing strategies.
  • Pricing and cost data.
  • Any other information marked or identified as confidential.

3. Exclusions from Confidential Information.

• The obligations under this Agreement shall not apply to information that:
  • Is or becomes generally known to the public through no wrongful act or breach of this Agreement by Receiving Party.
  • Was already lawfully possessed by Receiving Party without restriction prior to disclosure by Disclosing Party, as evidenced by Receiving Party’s written records.
  • Is independently developed by Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by Receiving Party’s written records.
  • Is required to be disclosed by law, regulation, subpoena, court order, or other legal process; provided, however, that Receiving Party shall provide Disclosing Party with prompt written notice of such required disclosure to allow Disclosing Party to seek a protective order or other appropriate remedy (unless such notice is prohibited by law).

4. Purpose of Disclosure.

• Receiving Party shall use the Confidential Information solely for the purpose of performing services for Disclosing Party as described in the Statement of Work or Independent Contractor Agreement attached hereto as Exhibit A (or, if no exhibit is attached, as otherwise described in a separate agreement).
• Receiving Party shall not use the Confidential Information for any other purpose, including, without limitation, for its own benefit or the benefit of any third party.

5. Safeguards.

• Receiving Party shall implement and maintain reasonable and industry-appropriate safeguards to protect the confidentiality of the Confidential Information, including, without limitation:
  • Physical security measures to protect documents and data storage devices.
  • Electronic and data system protections, such as firewalls, intrusion detection systems, and strong passwords.
  • Secure methods for deleting or destroying Confidential Information when it is no longer needed.
• If the services involve handling of protected health information (PHI) under HIPAA, or financial information under GLBA, Receiving Party must comply with the requirements of those acts.

6. Prohibited Uses.

• Receiving Party shall not disclose, reproduce, utilize, or share the Confidential Information with any unauthorized person or entity.
• Receiving Party shall not use the Confidential Information for its own benefit or for the benefit of any third party, directly or indirectly.

7. Term.

• The obligations under this Agreement shall commence as of the Effective Date and shall continue for the duration of the independent contractor relationship and for a period of [Number] years following the termination of that relationship.
• For trade secrets as defined under the Alabama Trade Secrets Act, the obligations under this agreement will last as long as such information remains a trade secret.

8. Return or Destruction of Confidential Information.

• Upon termination of the independent contractor relationship or upon Disclosing Party’s request, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies and extracts thereof.
• Alternatively, at Disclosing Party's option, Receiving Party shall certify in writing to Disclosing Party that all Confidential Information in its possession or control has been securely destroyed, including deletion from all computer systems and storage devices.
• Disclosing Party shall have the right to audit Receiving Party’s compliance with this Section.

9. Notice of Breach.

• Receiving Party shall promptly notify Disclosing Party in writing upon becoming aware of any actual or suspected breach of this Agreement or any unauthorized access to or disclosure of the Confidential Information.
• Receiving Party shall cooperate fully with Disclosing Party in investigating any such breach and in mitigating its effects.

10. Remedies.

• Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party, for which monetary damages may be inadequate.
• Therefore, Disclosing Party shall be entitled to injunctive relief to prevent any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity.
• Receiving party agrees to pay all legal fees associated with the enforcement of this agreement.
• Receiving Party shall be liable for all actual damages resulting from any breach of this Agreement.

11. No Waiver.

No failure or delay by Disclosing Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

12. Severability.

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.

13. Third Parties/Subcontractors.

• Receiving Party shall not disclose the Confidential Information to any third party or subcontractor without Disclosing Party’s prior written consent.
• If such consent is granted, Receiving Party shall ensure that any third party or subcontractor is bound by a written agreement containing confidentiality provisions at least as protective as those contained in this Agreement.

14. Data Protection & Security.

• Receiving Party agrees to comply with all applicable data protection and security laws and regulations in Alabama.
• Receiving Party is responsible for all damages related to breaches within its systems.

15. Non-Compete/Non-Solicitation.

This Agreement is separate from any non-compete or non-solicitation agreement between the parties, which must be in writing and comply with Alabama law. The enforceability of such covenants will be assessed separately under Alabama law.

16. Entire Agreement.

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.

17. Amendment.

This Agreement may be amended only by a writing signed by both parties.

18. Assignment.

Receiving Party may not assign this Agreement or any of its rights or obligations hereunder without Disclosing Party’s prior written consent.

19. Notice.

• All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the party at the address set forth above.
• Email notice, with confirmation of receipt, shall also be permitted.

20. Governing Law and Venue.

• 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.
• The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Alabama.

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

____________________________

[Disclosing Party Name]

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

____________________________

[Receiving Party Name]

By: [Receiving Party Representative Name]

Title: [Receiving Party Representative Title]