Arizona consultant nda template

Arizona Consultant Non-Disclosure Agreement

This Arizona Consultant Non-Disclosure Agreement (this "Agreement") is made and entered into as of this [Date] by and between:

• [Client Legal Name], with a principal place of business at [Client Address], hereinafter referred to as "Client," and
• [Consultant Legal Name], an independent contractor, with a principal place of business at [Consultant Address], hereinafter referred to as "Consultant."

1. Purpose

The purpose of this Agreement is to protect the Confidential Information (as defined below) of Client that may be disclosed to Consultant in connection with Consultant's performance of consulting services for Client as described in the Consulting Agreement between the parties dated [Date] (the "Consulting Agreement"). Consultant's status is that of an independent contractor, and this agreement does not create an employer/employee relationship under Arizona law.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Client to Consultant, either directly or indirectly, in writing, orally, electronically, visually, or by any other means, relating to Client's business, including, but not limited to:

• Business plans
• Product development data
• Financial records
• Technical specifications
• Client and vendor information
• Marketing strategies
• Know-how
• Process documentation
• Software code
• Innovations
• Deliverables or reports generated by the Consultant for the Client
• Third-party information shared with the Consultant in connection with the engagement.

3. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Option A: Was already known to Consultant prior to disclosure by Client, as evidenced by Consultant's written records.
• Option B: Is independently developed by Consultant without use of Client's Confidential Information.
• Option C: Is lawfully received by Consultant from a third party without breach of this Agreement or any other confidentiality obligation.
• Option D: Becomes publicly available through no fault or act of Consultant.
• Option E: Is required to be disclosed by law, court order, or governmental regulation, provided that Consultant provides Client with prompt written notice of such requirement prior to disclosure, to the extent legally permissible, and takes reasonable steps to minimize the extent of the disclosure.

4. Permitted Use

Consultant shall use the Confidential Information solely for the purpose of performing the consulting services under the Consulting Agreement.

Consultant shall not:

• Option A: Use the Confidential Information for its own benefit or the benefit of any third party.
• Option B: Disclose the Confidential Information to any third party without Client's prior written consent.
• Option C: Compete with the Client utilizing Confidential Information

5. Protection of Confidential Information

Consultant shall use at least reasonable and industry-appropriate measures to protect the confidentiality of the Confidential Information, including, but not limited to:

• Option A: Storing Confidential Information in a secure location.
• Option B: Limiting access to Confidential Information to those employees or agents of Consultant who have a need to know such information in order to perform the consulting services.
• Option C: Implementing appropriate physical, technical, and administrative safeguards to protect Confidential Information from unauthorized access, use, or disclosure.

If the Confidential Information includes personal information or trade secrets as defined under Arizona's Uniform Trade Secrets Act (A.R.S. § 44-401 et seq.), Consultant shall comply with all applicable requirements of that Act. Consultant shall notify Client immediately in writing of any actual or suspected unauthorized disclosure or security breach of the Confidential Information.

6. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for the term of the Consulting Agreement. The obligations of confidentiality under this Agreement shall survive the termination of the Consulting Agreement for a period of:

• Option A: Three (3) years
• Option B: Five (5) years
• Option C: Ten (10) years
• Option D: Perpetually (for true trade secrets under Arizona law)

7. Return of Confidential Information

Upon termination of the Consulting Agreement or at Client's written request, Consultant shall promptly return to Client all Confidential Information, including all copies, summaries, and extracts thereof, or, at Client's option, shall certify in writing its destruction. Consultant shall not retain any copies of the Confidential Information after such return or destruction, except as may be required by law and only with prior written notification to Client.

Confidential information may not be copied, retained, or archived by the consultant after conclusion of the services except as expressly authorized in writing.

8. Notification of Breach

Consultant shall immediately notify Client in writing upon becoming aware of any breach or suspected breach of this Agreement, including any unauthorized use or disclosure of the Confidential Information.

9. Remedies

In the event of a breach of this Agreement by Consultant, Client shall be entitled to:

• Seek actual, consequential, and exemplary damages.
• Reimbursement of attorneys' fees and costs.
• Seek equitable remedies, including specific performance and injunctive relief, in any Arizona court of competent jurisdiction.

10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. 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, Arizona.

11. Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Consultant represents and warrants that its disclosure and use of any information in connection with this Agreement does not violate any pre-existing obligations to any third party.

12. Subcontractors and Agents

Consultant shall not disclose the Confidential Information to any subcontractors, agents, or professional advisors without Client's prior written consent, and any such permitted disclosure shall be subject to a written confidentiality agreement with terms at least as restrictive as those contained herein.

13. Data Protection and Privacy

Consultant shall comply with all applicable Arizona data protection and privacy laws, including any requirements related to consumer data, patient data, or other sensitive information. If Consultant handles technology or cloud services, it will comply with Arizona cybersecurity and privacy statutes and regulations.

14. No License

This Agreement does not constitute a grant of any license or right to use the Confidential Information, except as expressly necessary to perform the consulting services under the Consulting Agreement. Consultant is prohibited from reverse engineering, decompiling, or disassembling any proprietary materials.

15. Amendment

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

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

17. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

18. 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.

19. Affiliates

The obligations of this Agreement shall apply to all affiliated entities, parent companies, and subsidiaries of each party.

20. Notices

All notices under this Agreement shall be in writing and sent to the following addresses:

• Client: [Client Address]
• Consultant: [Consultant Address]

Notices shall be deemed effective upon receipt, whether delivered by certified mail, courier, or electronic transmission with acknowledgment of receipt.

21. Independent Contractor Status

This Agreement does not create an employment relationship between Client and Consultant. Consultant is an independent contractor, and nothing in this Agreement shall be construed to grant Consultant any employee rights under Arizona employment law.

22. Non-Solicitation/Non-Circumvention

Consultant agrees that during the term of this Agreement and for a period of [Number] months following its termination, Consultant will not solicit or attempt to solicit for employment or business any employee or client of Client, or circumvent Client in any business dealing, subject to the enforceability standards under Arizona law.

23. Acknowledgment

Both parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms. They enter into this Agreement voluntarily and with informed consent under Arizona law.

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

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Consultant Legal Name]

By: [Consultant Name]

Title: [Consultant Title, if applicable]