Alaska independent contractor nda template

Alaska Independent Contractor Non-Disclosure Agreement

This Alaska Independent Contractor Non-Disclosure Agreement (the "Agreement") is made and effective as of this [Date], by and between:

• [Disclosing Party Legal Name], a [Disclosing Party Business Designation] with its principal place of business at [Disclosing Party Address], hereinafter referred to as "Disclosing Party," and
• [Independent Contractor Legal Name], residing at [Independent Contractor Address], hereinafter referred to as "Contractor."

WHEREAS, Disclosing Party desires to engage Contractor as an independent contractor to perform certain services; and

WHEREAS, in connection with such engagement, Disclosing Party may disclose to Contractor certain confidential information, and Contractor desires to protect the confidentiality of such information.

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

Independent Contractor Relationship

• Option A: Contractor is engaged as an independent contractor and not as an employee, partner, or agent of Disclosing Party. This Agreement shall not be construed to create any employment relationship between the parties. Contractor is solely responsible for all taxes, insurance, and other obligations incident to Contractor's independent business. Consistent with Alaska Statute [relevant section if applicable], the parties acknowledge that the Contractor has control over the means and manner of performing the services.
• Option B: The Contractor acknowledges that they meet the IRS guidelines for an independent contractor including but not limited to behavioral control, financial control, and the type of relationship.

Definition of Confidential Information

• Confidential Information includes, but is not limited to:
  • Option A: Proprietary methodologies specific to the Alaska market.
  • Option B: Client lists exclusively serving the Alaska region.
  • Option C: Business strategies tailored for Alaska.
  • Option D: Project deliverables under this Agreement.
  • Option E: Locally regulated financial data.
  • Option F: Source code and technical schematics.
  • Option G: Cost data and business plans.
• Confidential Information also includes all information disclosed orally and visually.

Exclusions from Confidentiality

• The obligations of this Agreement shall not apply to any information that:
  • Option A: Is or becomes publicly available through no fault of Contractor.
  • Option B: Was lawfully acquired by Contractor from a third party without restriction.
  • Option C: Was independently developed by Contractor without reference to the Confidential Information.
  • Option D: Is required to be disclosed by law or by a governmental or regulatory authority (including under Alaska Statutes) after reasonable notice to the Disclosing Party.

Use of Confidential Information

Contractor shall use the Confidential Information solely for the purpose of performing the services under the independent contractor agreement with Disclosing Party. Contractor shall not use the Confidential Information for personal gain or disclose it to any third party without Disclosing Party's prior written consent.

Security Measures

Contractor shall implement commercially reasonable security measures, consistent with Alaska industry norms, for the storage, handling, electronic transmission, and destruction of the Confidential Information to protect it from unauthorized access or disclosure.

Data Protection

• Option A: If Contractor handles protected health information (PHI) as defined under HIPAA, Contractor shall comply with all applicable provisions of HIPAA and the Alaska Personal Information Protection Act (AS 45.48).
• Option B: If Contractor works with financial data, Contractor shall comply with all relevant regulations, including those specific to Alaska-chartered institutions.
• Option C: In the event of a data breach, Contractor shall notify Disclosing Party immediately and cooperate fully in investigating and remedying the breach in accordance with Alaska law.

Duration of Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall continue during the term of the independent contractor agreement and for a period of [Number] years following termination of the agreement.
• Option B: For trade secrets as defined under the Alaska Uniform Trade Secrets Act, confidentiality shall continue indefinitely.

Return of Confidential Information

Upon termination of the independent contractor agreement or upon Disclosing Party's request, Contractor shall promptly return, securely destroy, or permanently delete all Confidential Information in Contractor's possession or control, including digital files. Contractor shall provide written certification of compliance with this section.

Notification of Unauthorized Disclosure

Contractor shall immediately notify Disclosing Party of any actual or suspected unauthorized disclosure of Confidential Information and shall cooperate fully in investigating and remedying any such disclosure.

Remedies for Breach

Disclosing Party shall be entitled to seek injunctive relief in the courts of Alaska to prevent any threatened or actual breach of this Agreement. Disclosing Party shall also be entitled to recover monetary damages for any direct and consequential losses resulting from a breach of this Agreement.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through negotiation.
• Option B: If negotiation fails, the parties agree to submit the dispute to mediation in [City, Alaska].
• Option C: If mediation fails, the dispute shall be resolved by binding arbitration in [City, Alaska] in accordance with the rules of the American Arbitration Association.

This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, without regard to its conflict of laws principles. Venue for any legal action shall be in the state courts located in [City, Alaska].

No Employment, Partnership or Agency

Nothing in this Agreement shall be construed to create an employment, partnership, or agency relationship between the parties.

Contractor Representations and Warranties

Contractor represents and warrants that Contractor is not under any conflicting obligations or pre-existing NDAs that would prevent Contractor from complying with this Agreement.

Contractor covenants not to use the Confidential Information for competitive purposes within Alaska for a period of [Number] years following termination of the independent contractor agreement.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above. The parties agree that electronic transmission of documents will comply with the Alaska Uniform Electronic Transactions Act.

Subcontractors

Contractor shall not permit any subcontractors, affiliates, or employees to access the Confidential Information without Disclosing Party's prior written consent and requiring such parties to be bound by similar confidentiality obligations. Contractor shall be liable for any breaches of this Agreement by such individuals.

Compliance with Laws

All terms of this agreement comply with relevant Alaska and federal laws, including the Alaska Uniform Trade Secrets Act.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced with a provision that is valid and enforceable and that comes closest to expressing the intention of the original provision.

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.

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

____________________________
[Disclosing Party Legal Name]

By: [Name]

Title: [Title]

____________________________
[Independent Contractor Legal Name]

By: [Name]

Title: [Title, if applicable]