Arizona independent contractor nda template

Arizona Independent Contractor Non-Disclosure Agreement

Effective Date: [Date]

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of the Effective Date, by and between:

• [Company Name], a [State] [Business Type] with its principal place of business at [Company Address], hereinafter referred to as "Disclosing Party," and
• [Contractor Name], an independent contractor with a business address at [Contractor Address], hereinafter referred to as "Receiving Party." Receiving Party's business classification is [Contractor Business Classification, e.g., Sole Proprietorship, LLC].

It is understood and agreed that this is an independent contractor relationship and that no employer-employee relationship is created or implied by this Agreement.

• Contact Information for Service of Process:
  • Disclosing Party: [Company Contact Name], [Company Phone Number], [Company Email Address]
  • Receiving Party: [Contractor Contact Name], [Contractor Phone Number], [Contractor Email Address]

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, electronically, or by any other means, including, but not limited to:

• Technical data, including designs, drawings, specifications, and software code.
• Proprietary processes, formulas, compositions, and know-how.
• Trade secrets, including but not limited to formulas, patterns, compilations, program, device, method, technique, or process, that: (a) derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
• Operational methods, business strategies, marketing plans, and sales projections.
• Financial and pricing data, cost information, and profit margins.
• Customer lists, vendor relationships, and contact information.
• All information disclosed in physical, digital, written, oral, or electronic form.

2. Exclusions from Confidentiality

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

• Option A: is or becomes publicly available through no fault of the Receiving Party.
• Option B: is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
• Option C: was already lawfully possessed by the Receiving Party without restriction prior to disclosure by the Disclosing Party.
• Option D: is required to be disclosed by Arizona law, court order, subpoena, or government regulation.
  • If the Receiving Party is required to disclose Confidential Information pursuant to Arizona law, court order, subpoena, or government regulation, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement prior to disclosure, if legally permissible, to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy.

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Option A: Use the Confidential Information solely for the purpose of performing the contracted services as defined in the Statement of Work or Engagement Letter.
• Option B: Not disclose, transfer, or commercialize the Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Option C: Protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that the Receiving Party protects its own confidential information of similar nature, but with no less than reasonable care.

4. Safeguarding Confidential Information

The Receiving Party shall implement and maintain reasonable security measures to protect the Confidential Information, including, but not limited to:

• Secure file storage, both physical and digital.
• Digital safeguards, such as encryption, password protection, and access controls.
• Maintenance of access logs to track access to Confidential Information.
• Secure data transmission methods, including secure email and file transfer protocols.
• Implementing specific measures for remote and cloud-based work.

5. Subcontractors and Third Parties

The Receiving Party shall ensure that any subcontractors, agents, or third-party collaborators who have access to the Confidential Information are bound by written confidentiality agreements with terms no less restrictive than those contained herein and compliant with Arizona law.

6. Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and continue:

• Option A: during the term of the independent contractor services and for [Number] years thereafter.
• Option B: indefinitely with respect to trade secrets, as defined under the Arizona Uniform Trade Secrets Act.

7. Return or Destruction of Confidential Information

Upon termination of the independent contractor services or at the written request of the Disclosing Party, the Receiving Party shall promptly:

• Option A: Return all Confidential Information, including all copies thereof, to the Disclosing Party.
• Option B: Certify in writing to the Disclosing Party that all Confidential Information, including all copies thereof, has been securely destroyed. The certification must include a description of the destruction method.

8. Notification of Breach

The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any actual or suspected breach of this Agreement or any unauthorized access to or disclosure of the Confidential Information. The Receiving Party shall cooperate with the Disclosing Party in investigating and mitigating any such breach and in complying with any applicable data breach notification laws in Arizona.

9. Remedies for Breach

In the event of a breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled to:

• Injunctive relief to restrain any further breach.
• Specific performance to compel compliance with the terms of this Agreement.
• Recover damages, including actual and consequential damages, resulting from the breach.
• Indemnification from the Receiving Party for all losses, costs, and expenses, including reasonable attorneys' fees, incurred by the Disclosing Party as a result of the breach.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Option A: First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Option B: If negotiation fails, the parties agree to submit the dispute to mediation in [City], Arizona.
• Option C: If mediation fails, the dispute shall be resolved by binding arbitration in [City], Arizona, in accordance with the rules of the American Arbitration Association.

The laws of the State of Arizona shall govern the interpretation and enforcement of this Agreement. Venue for any legal action shall be in [County] County, Arizona.

11. Severability

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

12. Non-Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.

13. Amendment

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

14. Non-Circumvention

The Receiving Party agrees not to circumvent the Disclosing Party by directly soliciting or engaging with any clients, vendors, or business contacts of the Disclosing Party disclosed to the Receiving Party during the term of this Agreement.

15. Compliance with Laws

The Receiving Party shall comply with all applicable Arizona state and federal laws and regulations in the performance of their services, including but not limited to industry-specific regulations such as healthcare, legal, or financial standards, if applicable.

16. Waiver of Jury Trial

To the extent permitted by law, the parties hereby waive their right to a jury trial in any action or proceeding arising out of or relating to this Agreement.

17. Independent Contractor Status

It is understood and agreed that this independent contractor arrangement is not subject to Arizona employee benefit, payroll, or labor laws.

18. Notice

Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when:

• Delivered personally.
• Sent by certified mail, return receipt requested.
• Transmitted electronically with confirmation of receipt.

19. 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. This NDA’s effect on any pre-existing or future agreements between parties shall be interpreted under Arizona contract interpretation rules.

20. Acknowledgment

The Receiving Party acknowledges that they have had the opportunity to seek independent legal counsel regarding this Agreement or have knowingly waived the right to do so.

21. Electronic Signatures

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. Electronic signatures shall be valid and binding to the same extent as original signatures, in accordance with the Arizona Electronic Transactions Act.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Disclosing Party:

[Company Name]

By: [Authorized Representative Name]

Title: [Title]

Receiving Party:

[Contractor Name]

Signature: [Signature]