Colorado consultant nda template

Colorado Consultant Nondisclosure Agreement

This Colorado Consultant Nondisclosure Agreement (the “Agreement”) is made and effective as of this [Date] by and between:

[Company Name], a [State of Incorporation] [Corporation/LLC/etc.] with its principal place of business at [Company Address] and with a Colorado entity registration number of [Registration Number (if applicable)] (“Company”),

and

[Consultant Name], a [State of Incorporation] [Corporation/LLC/Individual] with its principal place of business/residence at [Consultant Address] and with a Colorado entity registration number of [Registration Number (if applicable)] (“Consultant”).

WHEREAS, Company desires to engage Consultant to provide consulting services; and

WHEREAS, in connection with such engagement, Consultant will have access to certain confidential information of Company.

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

1. Consulting Engagement

The Company hereby engages the Consultant, and the Consultant hereby agrees to be engaged by the Company, to perform the following consulting services (the “Services”): [Description of Services]. The purpose of this engagement is [Project Purpose]. The Consultant's role in this engagement is [Consultant Role], and the Consultant will have access to the following types of sensitive information: [Types of Sensitive Information].

Option A: The Consultant shall perform the Services in a professional and workmanlike manner.

Option B: The Consultant shall devote [Number] hours per week to the performance of the Services.

2. Definition of Confidential Information

“Confidential Information” means any information disclosed by Company to Consultant, whether orally, in writing, electronically, 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, including, but not limited to:

Business strategies, trade secrets as defined under the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.), client data, technical processes, software code, product specifications, project documentation, intellectual property, marketing techniques, customer and vendor lists, operational procedures, internal policies, financial data, partnership details, and any prototypes or unpublished works.

Option A: Confidential Information also includes information disclosed to Company by third parties.

Option B: Confidential Information does not include the general skills, knowledge, and experience that Consultant has accumulated prior to this Agreement.

3. Exclusions from Confidential Information

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 Consultant in violation of this Agreement.

Was rightfully in Consultant’s possession prior to disclosure by Company.

Is rightfully disclosed to Consultant by a third party without restriction on disclosure.

Is independently developed by Consultant without use of or reference to the Confidential Information.

Is required to be disclosed by law, regulation, or court order, provided that Consultant provides Company with prompt written notice of such requirement (to the extent legally permissible) and cooperates with Company in seeking a protective order or other appropriate remedy.

Option A: If disclosure is legally required, Consultant shall disclose only that portion of the Confidential Information that is legally required and shall use reasonable efforts to obtain assurance that confidential treatment will be accorded to the information disclosed.

4. Use and Disclosure Restrictions

Consultant agrees to use the Confidential Information solely for the purpose of performing the Services and shall not use the Confidential Information for any other purpose, including, without limitation, for personal gain, competitive purposes, or in connection with any other client or engagement. Consultant shall not disclose the Confidential Information to any third party without Company’s prior written consent.

Option A: Consultant may disclose Confidential Information to its employees, agents, or subcontractors who have a need to know the Confidential Information to perform the Services and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

Option B: Consultant shall not reverse engineer, disassemble, or decompile any of Company’s intellectual property or technological assets without Company's express written consent.

5. Information Security Requirements

Consultant shall take all reasonable measures to protect the confidentiality of the Confidential Information, including, but not limited to:

Storing Confidential Information in a secure location.

Using strong passwords to protect electronic access to Confidential Information.

Encrypting Confidential Information stored on electronic devices.

Implementing appropriate data backup and disaster recovery procedures.

Notifying Company immediately upon becoming aware of any unauthorized access to or disclosure of the Confidential Information.

Complying with all applicable data protection laws, including HIPAA and Gramm-Leach-Bliley Act, to the extent applicable to Company’s industry.

Option A: Consultant shall maintain a written information security policy that complies with industry standards.

Option B: Consultant shall undergo regular security audits to ensure compliance with this Section.

6. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect for the duration of the Consulting Engagement and for a period of [Number] years thereafter (the “Term”).

Option A: Company may terminate this Agreement at any time upon written notice to Consultant.

Option B: The confidentiality obligations under this Agreement shall survive any termination of the Consulting Engagement.

7. Return of Confidential Information

Upon Company’s written request or upon termination of the Consulting Engagement, Consultant shall immediately return to Company all Confidential Information in Consultant’s possession or control, including all copies, summaries, and derivatives thereof. Alternatively, at Company’s option, Consultant shall destroy all such Confidential Information and provide Company with written certification of such destruction. Consultant shall not retain any copies of the Confidential Information.

Option A: Consultant shall also return all Company property in Consultant’s possession or control.

8. Notice of Legal Demand

If Consultant receives any legal demand or subpoena for Confidential Information, Consultant shall immediately notify Company in writing and shall cooperate with Company in seeking a protective order or other appropriate remedy.

Option A: Consultant shall be responsible for all costs associated with responding to the legal demand or subpoena.

9. Remedies for Breach

Consultant acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Company for which monetary damages would be inadequate. Accordingly, Company shall be entitled to seek injunctive relief to prevent or restrain any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity, including monetary damages, recovery of actual, consequential, or statutory damages under C.R.S. § 7-74-104, and attorneys’ fees to the prevailing party. The parties agree that liquidated damages would be difficult to determine; however, if liquidated damages are applicable under Colorado contract law, the parties will negotiate a reasonable amount.

Option A: Consultant shall be liable for all costs and expenses, including attorneys’ fees, incurred by Company in enforcing this Agreement.

10. Non-Circumvention and Non-Solicitation

Consultant agrees not to circumvent Company by directly contacting Company’s clients or customers. To the extent permissible under Colorado law (C.R.S. § 8-2-113), Consultant shall not solicit Company’s employees for a period of [Number] years following the termination of the Consulting Engagement, where such restriction is reasonable considering the Consultant's access to Company trade secrets.

11. Intellectual Property

No transfer, assignment, or licensing of intellectual property is implied or granted under this Agreement. Any work product created by Consultant in connection with the Services shall be owned by [Company/Consultant]. If work product is assigned to the Company it shall be considered a "work for hire" to the extent allowed by law.

Option A: Consultant hereby assigns to Company all right, title, and interest in and to any intellectual property created by Consultant in connection with the Services.

12. Non-Disparagement

Option A: Company and Consultant agree not to disparage each other, or each other’s products, services, or personnel.

13. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in [City, County], Colorado, and the parties hereby consent to the jurisdiction of such courts.

Option A: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

14. Compliance with Laws

Consultant represents and warrants that Consultant will comply with all applicable Colorado state and federal data protection, trade secrets, and privacy laws, including industry-specific requirements.

15. Entire Agreement; Amendment

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 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. No failure or delay by a party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.

18. Independent Contractor

Consultant is an independent contractor and not an employee of Company. Consultant shall be solely responsible for all taxes and other withholdings related to Consultant’s compensation.

19. Notices

All notices and other communications hereunder 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 email with acknowledgment of receipt to the following addresses:

If to Company: [Company Name], [Company Address], Attention: [Contact Person], Email: [Email Address].

If to Consultant: [Consultant Name], [Consultant Address], Attention: [Contact Person], Email: [Email Address].

20. Personal Guarantee (If Applicable)

If Consultant is an entity, [Guarantor Name], as a key personnel of Consultant with direct access to Confidential Information, hereby personally guarantees the performance of Consultant’s obligations under this Agreement.

Option A: (Add a paragraph explaining the scope and limitations of the personal guarantee, if any.)

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

[Company Name]

By: [Name of Authorized Representative]

Title: [Title]

[Consultant Name]

By: [Consultant Name (if individual) or Name of Authorized Representative]

Title: [Title (if entity)]