California independent contractor nda template

California Independent Contractor Non-Disclosure Agreement

This Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date] by and between:

[Company Name], a [State] [Entity Type], with its principal place of business at [Company Address], (“Company”), and

[Contractor Name], residing at [Contractor Address], (“Contractor”).

WHEREAS, Company possesses certain confidential and proprietary information; and

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

WHEREAS, Contractor is willing to receive and use Company’s Confidential Information solely for the purpose of performing the services for Company;

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

Independent Contractor Relationship:

Option A: Contractor acknowledges and agrees that they are an independent contractor and not an employee, partner, or agent of Company. This Agreement does not create any employer-employee relationship between Company and Contractor, as defined under California law.

Option B: Contractor shall be solely responsible for all taxes, insurance, and other obligations related to their services.

Definition of Confidential Information:

Option A: “Confidential Information” means any and all information disclosed by Company to Contractor, whether orally, in writing, electronically, or by any other means, that relates to Company’s business, including but not limited to: business processes, technical data, source code, product designs, marketing strategies, trade secrets as defined by Cal. Civ. Code § 3426 et seq., customer or vendor databases, contract terms, pricing, investor information, prototypes, test results, unpublished intellectual property, and any other proprietary data.

Option B: Confidential Information also includes information received from third parties that Company is obligated to treat as confidential.

Option C: All derivative works based on Confidential Information are also considered Confidential Information.

Exclusions from Confidential Information:

Option A: Information that is or becomes publicly available through no fault of Contractor.

Option B: Information that was rightfully in Contractor’s possession prior to its disclosure by Company.

Option C: Information that is independently developed by Contractor without reference to Company’s Confidential Information.

Option D: Information lawfully received by Contractor from a third party without restriction on disclosure.

Option E: Disclosure required by subpoena or other legal process, provided Contractor gives Company prompt notice, where legally permissible, to allow Company to seek a protective order.

Permitted Use:

Option A: Contractor shall use the Confidential Information solely for the purpose of performing the services outlined in the [Contract/Statement of Work Name] (the “Services”).

Option B: Contractor shall not use the Confidential Information for any other purpose, including personal gain or to compete with Company.

Safeguarding Confidential Information:

Option A: Contractor shall exercise at least reasonable care to protect the Confidential Information from unauthorized use or disclosure, including physical, electronic, and administrative security measures.

Option B: Contractor shall not use personal devices for accessing or storing Confidential Information without Company’s prior written approval.

Option C: Contractor shall use password protection, secure file transfer protocols, and data encryption when handling Confidential Information.

Option D: Access to Confidential Information within Contractor's organization shall be limited to those with a strict need-to-know.

Option E: Contractor shall comply with all applicable California privacy and data protection statutes, including the California Consumer Privacy Act (CCPA) where relevant.

Contractor's Handling of Information:

Option A: Contractor shall not reverse engineer, copy, reformat, or extract data from the Confidential Information unless specifically required for the Services.

Option B: Contractor shall not use subcontractors to perform any Services that involve access to Confidential Information without Company’s prior written approval and the subcontractor's execution of a similar NDA.

Option C: Contractor shall immediately notify Company of any suspected or actual data breach involving Confidential Information.

Term and Termination:

Option A: This Agreement shall commence on the Effective Date and continue until the completion of the Services and for a period of [Number] years thereafter.

Option B: The obligation to protect trade secrets shall continue perpetually, as required under California law.

Option C: Company may terminate this Agreement at any time upon written notice to Contractor.

Return of Confidential Information:

Option A: Upon termination of this Agreement or Company’s request, Contractor shall promptly return or destroy, at Company’s option, all Confidential Information and any derivative works in Contractor’s possession or control, whether physical or electronic.

Option B: Contractor shall provide Company with written certification of such destruction upon request.

Remedies for Breach:

Option A: Contractor acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to Company.

Option B: Company shall be entitled to seek injunctive relief to prevent any threatened or actual breach of this Agreement, without the necessity of posting a bond.

Option C: Contractor shall be liable for all damages, including actual damages, and reasonable attorney’s fees incurred by Company as a result of any breach of this Agreement. Liquidated damages are deemed inappropriate in this instance, given the unique nature of the confidential information.

Representations and Warranties:

Option A: Contractor represents and warrants that they are not bound by any existing agreement that would conflict with their obligations under this Agreement.

Option B: Contractor represents and warrants that they will not disclose any third-party confidential information to Company.

Legal Compulsion to Disclose:

Option A: If Contractor is legally compelled to disclose any Confidential Information, Contractor shall provide Company with prompt written notice to allow Company to seek a protective order or other appropriate remedy.

Option B: Contractor shall cooperate fully with Company in any effort to contest or limit such disclosure.

Assignment:

Option A: Contractor shall not assign this Agreement or any of their rights or obligations hereunder without the prior written consent of Company.

California Law Compliance:

Option A: This Agreement is subject to and shall be interpreted in accordance with all applicable California statutory requirements, including but not limited to Labor Code § 432.5, Cal. Business & Professions Code § 16600, and the California Consumer Privacy Act (CCPA), where relevant.

Option B: This agreement does not prevent Contractor from disclosing information about unlawful acts in the workplace, including harassment or discrimination, as permitted by California law.

Option C: Nothing in this agreement prevents contractor from discussing or disclosing information about their own wages, working conditions, or terms of employment, as allowed under California law.

Governing Law and Venue:

Option A: 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.

Option B: 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, California.

Dispute Resolution:

Option A: The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.

Option B: If negotiation is unsuccessful, the parties shall attempt to resolve the dispute through mediation in [City, CA].

Option C: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

Ownership:

Option A: Contractor acknowledges that Company retains all right, title, and interest in and to the Confidential Information.

Option B: Nothing in this Agreement shall be construed as granting Contractor any ownership rights in the Confidential Information.

Modification; Waiver:

Option A: No modification of this Agreement shall be valid unless in writing and signed by both parties.

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

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.

Severability:

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

Counterparts:

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.

Contractor acknowledges that they have carefully read this Agreement, understand its terms, and have had the opportunity to seek independent legal counsel.

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

[Company Name]

By: [Authorized Representative Name]

Title: [Title]

[Contractor Name]

Signature: [Contractor Signature]