Colorado independent contractor nda template

Colorado Independent Contractor NDA

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

[Disclosing Party Full Legal Name], residing at [Disclosing Party Address], and if applicable doing business as [Disclosing Party Business Name] (“Disclosing Party”);

and

[Independent Contractor Full Legal Name], residing at [Independent Contractor Address], and if applicable doing business as [Independent Contractor Business Name] (“Independent Contractor”).

The Disclosing Party desires to disclose certain confidential information to the Independent Contractor. The Independent Contractor is engaged by the Disclosing Party as an independent contractor, and not as an employee, partner, or agent. Nothing in this Agreement shall be construed to create any employment, partnership, or agency relationship between the parties.

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by the Disclosing Party to the Independent Contractor, whether orally, visually, in writing, electronically, or in any other form, 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:

• Trade secrets, as defined by C.R.S. § 7-74-102.
• Client lists and customer information.
• Pricing and financial data.
• Business strategies and marketing plans.
• Technical data, including designs, processes, procedures, formulas, improvements, technology and research.
• Software, code, and related documentation.
• Proprietary documentation, manuals, and training materials.
• Project plans and development schedules.
• Financial records and reports.
• Marketing data and analytics.
• Business development information.
• Unreleased intellectual property.
• Any materials marked or otherwise identified as confidential.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes generally available to the public other than as a result of a disclosure by the Independent Contractor in violation of this Agreement.
• Was already lawfully in the Independent Contractor's possession prior to disclosure by the Disclosing Party, as evidenced by written records.
• Is independently developed by the Independent Contractor without reference to the Disclosing Party's Confidential Information, as evidenced by written records.
• Is lawfully received by the Independent Contractor from a third party who is not bound by any confidentiality obligation to the Disclosing Party.
• Is required to be disclosed by law, court order, or government regulation, provided that the Independent Contractor gives the Disclosing Party prompt written notice of such requirement prior to disclosure and reasonably cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

The Independent Contractor shall use the Confidential Information solely for the purpose of performing the services as described in the Independent Contractor Agreement between the parties, dated [Date of Independent Contractor Agreement] (the “Services”).

• The Independent Contractor shall not use the Confidential Information for any other purpose, including, but not limited to, any commercial purpose, or for the benefit of any third party.
• The Independent Contractor shall not reverse engineer, disassemble, decompile, or otherwise attempt to discover the underlying source code or design of any software or technology disclosed by the Disclosing Party.
• The Independent Contractor shall not duplicate or reproduce the Confidential Information without the Disclosing Party’s prior written consent, except as necessary for the performance of the Services.
• The Independent Contractor shall not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent.

4. Safeguards

The Independent Contractor shall implement and maintain reasonable and industry-appropriate administrative, technical, and physical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, in compliance with Colorado Revised Statutes and the Colorado Privacy Act (CPA).

• Option A: The Independent Contractor shall comply with the following specific security measures: [List specific security measures].
• Option B: The Independent Contractor shall maintain a written information security policy that is consistent with industry standards for protecting confidential information of a similar nature.
  • If the Confidential Information includes personal data of Colorado residents, the Independent Contractor shall comply with all applicable provisions of the Colorado Privacy Act (CPA).

5. Subcontracting

The Independent Contractor shall not subcontract, delegate, or hire any employees or agents to perform any part of the Services without the Disclosing Party’s prior written consent.

• Any permitted subcontractor, delegate, employee, or agent shall be subject to the same confidentiality obligations as the Independent Contractor under this Agreement, and the Independent Contractor shall be responsible for ensuring their compliance.
• The Independent Contractor shall obtain a signed confidentiality agreement from each subcontractor, delegate, employee, or agent prior to disclosing any Confidential Information to them.

6. Confidentiality Period

This Agreement shall remain in effect during the term of the Independent Contractor Agreement and for a period of [Number] ([Years/Months]) years after the termination of the Independent Contractor Agreement.

• Option A (Trade Secrets): For information constituting trade secrets under C.R.S. § 7-74-102, the confidentiality obligations shall continue indefinitely, as long as such information remains a trade secret.
• Option B (Shorter Period): For client lists, the confidentiality obligations shall remain in effect for a period of [Number] ([Years/Months]) years after the termination of the Independent Contractor Agreement.

7. Return of Confidential Information

Upon termination of the Services or upon the Disclosing Party’s written demand, the Independent Contractor shall promptly return, securely destroy, or permanently delete all physical and electronic copies of the Confidential Information, including any notes, summaries, or extracts thereof.

• The Independent Contractor shall certify in writing to the Disclosing Party that all Confidential Information has been returned, destroyed, or deleted.

8. Breach Notification

The Independent Contractor shall immediately notify the Disclosing Party upon becoming aware of any suspected or actual breach, loss, or unauthorized disclosure or access to the Confidential Information.

• The Independent Contractor shall fully cooperate with the Disclosing Party in investigating and mitigating any such breach, loss, or unauthorized disclosure or access, including complying with all applicable Colorado breach notification statutes, especially if personal information is involved per the Colorado Consumer Data Privacy Law.

9. Remedies for Breach

The Disclosing Party shall be entitled to all available remedies at law or in equity for any breach of this Agreement by the Independent Contractor, including, but not limited to:

• Injunctive relief to prevent further disclosure or use of the Confidential Information.
• Actual and consequential damages.
• Payment of attorneys' fees and costs.
• Liquidated damages in the amount of [Dollar Amount] (if enforceable under Colorado law and deemed a reasonable estimate of damages).
• Remedies available under the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.) for misappropriation of trade secrets.

10. Non-Circumvention (Optional)

During the term of the Independent Contractor Agreement and for a period of [Number] ([Years/Months]) years after its termination, the Independent Contractor shall not, directly or indirectly, solicit or contract with any clients or partners of the Disclosing Party that the Independent Contractor encountered or learned about as a result of the Services, without the Disclosing Party’s prior written consent.

• Option A: This non-circumvention clause applies only to the following specific clients/partners: [List of Clients/Partners].
• Option B: This non-circumvention clause does not apply to clients/partners with whom the Independent Contractor had a pre-existing relationship prior to the Independent Contractor Agreement.

11. Dispute Resolution

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

• The parties shall first attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Colorado].
• If mediation fails, the dispute shall be resolved through binding arbitration in [City, Colorado] in accordance with the rules of the American Arbitration Association, or through litigation in the courts of [County], Colorado.

12. Governing Law

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. This Agreement complies with all relevant Colorado statutes, including the Colorado Wage Act (to avoid misclassification) and the Colorado Privacy Act.

13. Whistleblower Carve-Out

Nothing in this Agreement shall prevent the Independent Contractor from reporting possible legal or regulatory violations to any governmental agency or entity. This Agreement does not restrict the Independent Contractor's right to discuss terms of employment/engagement or cooperate with government agencies, as required by law.

14. Representations and Warranties

The Independent Contractor represents and warrants that:

• The Independent Contractor is not bound by any other confidentiality obligations that would be breached by entering into this Agreement or performing the Services.
• The Independent Contractor will safeguard all Confidential Information received from the Disclosing Party in accordance with Colorado standards and applicable law.

15. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 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.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Notice: 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 other party at its address set forth above.
• Counterparts: 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.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

16. Industry-Specific Requirements (Optional)

• Option A (Healthcare): If the Confidential Information includes Protected Health Information (PHI) as defined by HIPAA, the parties agree to comply with the requirements of HIPAA and the HITECH Act. [Specify additional HIPAA related obligations].
• Option B (Finance): If the Confidential Information relates to financial services or regulated financial institutions, the Independent Contractor shall comply with all applicable federal and state regulations, including but not limited to those issued by the SEC, FINRA, and the Colorado Division of Banking. [Specify additional financial industry related obligations].

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

____________________________

[Disclosing Party Full Legal Name]

____________________________

[Independent Contractor Full Legal Name]