Arkansas independent contractor nda template

Arkansas Independent Contractor Non-Disclosure Agreement

This Arkansas Independent Contractor Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date of Execution], by and between [Company Legal Name], a [Company Business Entity Type, e.g., Arkansas Corporation], with its principal place of business at [Company Address], hereinafter referred to as "Disclosing Party," and [Contractor Legal Name], an independent contractor residing at [Contractor Address], hereinafter referred to as "Receiving Party."

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or visually, that relates to the Disclosing Party’s business, including, but not limited to: proprietary business processes, pricing strategies, trade secrets as defined by Arkansas Trade Secrets Act (A.C.A. § 4-75-601 et seq.), intellectual property, unpublished financial data, marketing plans, customer and supplier information, project documentation, source code, internal policies, designs, and any information related to the services or work product arising from this Agreement.

Option B: "Confidential Information" means any and all information, whether tangible or intangible, that is designated as confidential by the Disclosing Party or that, under the circumstances, a reasonable person would understand to be confidential. This includes, but is not limited to, business plans, financial information, technical data, and customer lists.

2. Exclusions from Confidentiality

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

• is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives;
• was lawfully in the Receiving Party’s possession prior to its disclosure by the Disclosing Party without any obligation of confidentiality;
• is rightfully received by the Receiving Party from a third party who is not bound by any obligation of confidentiality with respect thereto; or
• is required to be disclosed by law or regulation, provided that the Receiving Party provides prompt written notice to the Disclosing Party of such requirement (to the extent permitted by law) so that the Disclosing Party may seek a protective order or other appropriate remedy.

Option B: Confidential Information shall not include information that the Receiving Party can demonstrate:

• Was already known to the Receiving Party at the time of disclosure.
• Is or becomes publicly available through no fault of the Receiving Party.
• Is rightfully received by the Receiving Party from a third party without any duty of confidentiality.
• Is independently developed by the Receiving Party without use of the Confidential Information.

3. Use of Confidential Information

Option A: The Receiving Party shall use the Confidential Information solely for the purpose of performing the services under the independent contractor agreement between the parties. The Receiving Party shall not use the Confidential Information for any personal benefit, external business, or third party without the Disclosing Party's prior written consent.

Option B: The Receiving Party agrees to use the Confidential Information only as necessary to fulfill its obligations under the contract. No other use is permitted.

4. Duty of Care

Option A: The Receiving Party shall use at least a reasonable standard of care (as defined by prevailing Arkansas practice) to protect the confidentiality of the Confidential Information, including implementing reasonable security measures to prevent unauthorized access, use, or disclosure. This includes, but is not limited to, handling, access controls, password protection, encryption (when applicable), return of proprietary materials, and limits on copying or transmitting data.

Option B: The Receiving Party shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

5. Term of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years following the termination or completion of the independent contractor agreement between the parties.

Option B: This Agreement shall remain in effect indefinitely with respect to trade secrets as defined under the Arkansas Trade Secrets Act.

6. Return or Destruction of Confidential Information

Option A: Upon the conclusion of the independent contractor engagement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information, including all copies thereof, or, at Disclosing Party’s option, certify in writing that all such Confidential Information has been destroyed.

Option B: Upon termination, the Receiving Party must return or destroy (and certify such destruction) all Confidential Information.

7. Notification of Unauthorized Disclosure

Option A: The Receiving Party shall immediately notify the Disclosing Party upon discovery of any loss, unauthorized disclosure, data security incident, or suspected compromise of Confidential Information and shall fully cooperate with the Disclosing Party in any remedial or recovery actions.

Option B: If the Receiving Party becomes aware of any unauthorized use or disclosure of the Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and take all reasonable steps to prevent further unauthorized use or disclosure.

8. Remedies for Breach

Option A: The Disclosing Party shall be entitled to seek injunctive relief to prevent any threatened or actual breach of this Agreement. The Receiving Party shall also be liable for all actual damages resulting from any breach of this Agreement, including attorney’s fees and costs (where enforceable under Arkansas law). The Disclosing Party retains the right to pursue all available equitable and legal remedies.

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

9. Independent Contractor Relationship

Option A: This Agreement does not create an employment relationship, joint venture, partnership, or agency relationship between the parties. The Receiving Party is an independent contractor under Arkansas law and is not entitled to any employee benefits or protections.

Option B: The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create an employer-employee relationship.

10. Non-Circumvention

Option A: The Receiving Party agrees not to circumvent the Disclosing Party and will not directly contact, solicit, or engage with any clients or contacts of the Disclosing Party for a period of [Number] years following termination of this agreement.

Option B: (Omit if not applicable. If including, tailor to specific needs.) The Receiving Party acknowledges that the Disclosing Party has valuable relationships with clients and contacts, and the Receiving Party agrees not to directly engage with those clients or contacts without the Disclosing Party's express written consent.

11. No Waiver

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

Option B: No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.

12. Amendments

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

Option B: This Agreement may be modified only by a written instrument signed by both parties.

13. Severability

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

Option B: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and such provision shall be reformed to the extent necessary to make it valid and enforceable.

14. Governing Law and Venue

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County Name] County, Arkansas.

Option B: The laws of the State of Arkansas shall govern this Agreement. The parties agree that any dispute arising under this Agreement shall be resolved in the courts of [County Name] County, Arkansas.

15. Alternative Dispute Resolution

Option A: Before resorting to litigation, the parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If negotiation is unsuccessful, the parties agree to submit the dispute to mediation. If mediation is unsuccessful, the parties may pursue arbitration or litigation.

Option B: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City Name], Arkansas.

16. Compliance with Laws

Option A: The Receiving Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performing its services under the independent contractor agreement, including the Arkansas Trade Secrets Act (A.C.A. § 4-75-601 et seq.) and any applicable data breach notification laws (A.C.A. § 4-110-101 et seq.).

Option B: The Receiving Party agrees to comply with all applicable laws and regulations, including without limitation all privacy laws.

17. Notices

Option A: 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, registered or certified, postage prepaid, addressed to the party at the address set forth above.

Option B: All notices shall be in writing and sent by certified mail, return receipt requested, to the addresses set forth above.

18. Assignment

Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.

Option B: Neither party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party.

19. Successors and Assigns

Option A: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Option B: This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, successors, and permitted assigns.

20. 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.

Option B: This Agreement contains the entire understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.

21. Execution

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. Electronic signatures shall have the same force and effect as original signatures under Arkansas’s Uniform Electronic Transactions Act (A.C.A. § 25-32-101 et seq.).

Option B: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.

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

Disclosing Party:

Signature: ____________________________

Printed Name: [Company Representative Name]

Title: [Company Representative Title]

Date: ____________________________

Receiving Party:

Signature: ____________________________

Printed Name: [Contractor Name]

Date: ____________________________

(Optional - Arkansas Notary Acknowledgment)

State of Arkansas

County of [County Name]

On this [Date], before me, a Notary Public, personally appeared [Company Representative Name], known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that he/she executed the same for the purposes therein contained.

Witness my hand and official seal.

____________________________

Notary Public

My commission expires: ____________________________

(Optional - Arkansas Notary Acknowledgment for Receiving Party)

State of Arkansas

County of [County Name]

On this [Date], before me, a Notary Public, personally appeared [Contractor Name], known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that he/she executed the same for the purposes therein contained.

Witness my hand and official seal.

____________________________

Notary Public

My commission expires: ____________________________