California consultant nda template

California Consultant NDA

This California Consultant Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Hiring Entity Name], a [State] [Entity Type] with its principal place of business at [Hiring Entity Address] (“Company”), and [Consultant Name], residing at [Consultant Address] (“Consultant”).

RECITALS

• Company desires to disclose certain confidential and proprietary information to Consultant.
• Consultant desires to receive such information for the purpose of [Description of Purpose].
• Both parties agree to protect the Confidential Information disclosed.

DEFINITION OF CONFIDENTIAL INFORMATION

• Option A: Broad Definition
  • "Confidential Information" means any and all information disclosed by Company to Consultant, whether orally or in writing, electronically, visually, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to: proprietary business information, technical data, software code, inventions, unpublished drawings and schematics, business and marketing plans, models, cost and pricing info, customer and supplier lists, project documentation, systems information, and any materials labeled or orally designated as confidential.
• Option B: Narrow Definition
  • "Confidential Information" shall be limited to only the following specific information: [Specifically List Confidential Information]. Any information not listed here shall not be deemed Confidential Information under this Agreement.

EXCLUSIONS FROM CONFIDENTIALITY

• Option A: Standard Exclusions
  • The obligations of confidentiality under this Agreement shall not apply to information that:
    • Was already lawfully known to Consultant prior to disclosure by Company, as evidenced by Consultant’s written records.
    • Is or becomes publicly available through no wrongful act or omission of Consultant.
    • Is independently developed by Consultant without use of or reference to any Confidential Information, as evidenced by Consultant’s written records.
    • Is required to be disclosed by law or court order, provided that Consultant provides Company with prompt written notice of such requirement (to the extent legally permissible) to allow Company to seek a protective order or other appropriate remedy.
• Option B: Expanded Exclusions
  • The obligations of confidentiality under this Agreement shall not apply to information that:
    • Was already lawfully known to Consultant prior to disclosure by Company, as evidenced by Consultant’s written records.
    • Is or becomes publicly available through no wrongful act or omission of Consultant.
    • Is independently developed by Consultant without use of or reference to any Confidential Information, as evidenced by Consultant’s written records.
    • Is required to be disclosed by law or court order, provided that Consultant provides Company with prompt written notice of such requirement (to the extent legally permissible) to allow Company to seek a protective order or other appropriate remedy.
    • Is disclosed by Company to a third party without similar restrictions on disclosure.

USE OF CONFIDENTIAL INFORMATION

• Option A: Limited Use
  • Consultant shall use the Confidential Information solely for the purpose of performing Consultant's obligations under [Reference Agreement or Scope of Work]. Consultant shall not use the Confidential Information for any other purpose, including, without limitation, for Consultant's own benefit or the benefit of any third party.
• Option B: Specific Use
  • Consultant shall use the Confidential Information only as is reasonably necessary to complete tasks [List Specific Tasks] outlined in [Reference Agreement or Scope of Work]. Any use beyond these specified tasks is expressly prohibited.

OBLIGATIONS OF CONFIDENTIALITY

• Consultant shall protect the Confidential Information with the same degree of care that Consultant uses to protect its own confidential information, but in no event less than reasonable care.
• Consultant shall restrict access to the Confidential Information to only those of Consultant’s employees, agents, or subcontractors who have a need to know such information in order to perform the Purpose, and who are bound by written agreements with Consultant containing confidentiality obligations no less restrictive than those contained in this Agreement.
• Consultant shall comply with all security policies and procedures of Company communicated to Consultant in writing.

CONSULTANT'S DEVICES AND STORAGE

• Consultant shall transmit and store Confidential Information securely, including using encryption where appropriate.
• Consultant shall delete all copies of Confidential Information from Consultant’s personal devices and cloud storage upon termination of this Agreement.
• Consultant is prohibited from storing company data in personal repositories after engagement ends.

REPORTING UNAUTHORIZED DISCLOSURES

• Consultant shall immediately notify Company of any unauthorized disclosure, loss, or misuse of Confidential Information.
• Consultant shall cooperate with Company in investigating and remedying any such unauthorized disclosure, loss, or misuse.

TERM AND TERMINATION

• Option A: Defined Term
  • The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years from the date of termination of the consulting engagement between the parties.
• Option B: Indefinite Term for Trade Secrets
  • The term of this Agreement shall commence on the Effective Date and shall continue indefinitely with respect to any Confidential Information that constitutes a trade secret under California’s Uniform Trade Secrets Act.

RETURN OF CONFIDENTIAL INFORMATION

Upon Company’s request or upon termination of this Agreement, Consultant shall promptly return to Company all Confidential Information, including all copies, summaries, and extracts thereof, or, at Company’s option, shall certify in writing to Company that all such Confidential Information has been securely destroyed.

NO SOLICITATION/NO REVERSE ENGINEERING

• Consultant shall not, directly or indirectly, solicit any of Company’s customers, employees, or vendors using Confidential Information during the term of this Agreement and for a period of [Number] years thereafter.
• Consultant shall not analyze, reverse engineer, or decompile any Confidential Information that is in the form of proprietary materials.

REMEDIES

• Consultant acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Company for which monetary damages would be inadequate. Therefore, Company shall be entitled to injunctive relief, without proof of special damages, in addition to any other remedies available at law or in equity.
• In the event of a breach of this Agreement by Consultant, Consultant shall be liable for actual damages, including reasonable attorneys’ fees and costs incurred by Company in enforcing this Agreement.
• Any penalties agreed by the parties: [Specify Additional Penalties].

GOVERNING LAW AND DISPUTE RESOLUTION

• This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
• Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County] County, California.
• The parties agree to attempt to resolve any dispute through mediation before initiating any legal action. The mediation shall be conducted in accordance with the rules of [Mediation Organization, e.g., JAMS].

NO NON-COMPETE

Nothing in this Agreement shall be construed to restrict Consultant from engaging in any lawful profession, trade, or business, as provided by California Business and Professions Code Section 16600.

CALIFORNIA DATA PRIVACY

• To the extent that Confidential Information includes personal data subject to the California Consumer Privacy Act (CCPA) or California Privacy Rights Act (CPRA), Consultant shall comply with all applicable requirements of the CCPA/CPRA, including, without limitation, maintaining the confidentiality of such data and implementing appropriate security measures to protect such data from unauthorized access, use, or disclosure.
• Data Processing Addendum requirements if applicable: [Include if required].

NO WORK-FOR-HIRE/INDEPENDENT CONTRACTOR

This Agreement does not constitute a work-for-hire agreement. Consultant is an independent contractor and not an employee of Company. This Agreement does not address IP ownership, which may be subject to a separate written agreement.

WHISTLEBLOWER PROTECTION

Nothing in this Agreement shall prohibit Consultant from reporting potential violations of law to any governmental agency, including, but not limited to, the Securities and Exchange Commission or the Department of Justice, or from disclosing information in connection with a legal proceeding. Consultant is also protected for reporting sexual harassment or unlawful conduct pursuant to California law.

ENTIRE AGREEMENT/MODIFICATION

• 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.
• No modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICE

All notices 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, or sent by reputable overnight courier service to the addresses set forth above.

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

[Hiring Entity Name]

By: [Name]

Title: [Title]

[Consultant Name]

Signature: ____________________________