Connecticut consultant nda template

Connecticut Consultant Nondisclosure Agreement

This Connecticut Consultant Nondisclosure Agreement (the "Agreement") is made and entered into as of [Date], by and between:

[Company Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] ("Disclosing Party"), and

• Designated Representative (if applicable): [Representative Name], [Representative Title], [Representative Contact Information]

[Consultant Name], residing at [Consultant Address] ("Receiving Party").

WHEREAS, Disclosing Party possesses certain confidential and proprietary information; and

WHEREAS, Disclosing Party desires to disclose such confidential information to Receiving Party in connection with [Description of Consulting Services]; and

WHEREAS, Receiving Party is willing to receive such confidential information and to protect its confidentiality;

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

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, visually, or by any other means, before, on, or after the date of this Agreement, that relates to Disclosing Party's business, including, but not limited to:

• Business methods
• Project-specific data
• Client and vendor information
• Pricing strategies
• Marketing or product development plans
• Technical documentation
• Prototype designs
• Proprietary software or algorithms
• Research findings
• Custom deliverables
• Subcontractor details
• Internal processes
• Any nonpublic information

Option A: Include all information regardless of marking.

Option B: Only include information clearly marked as "Confidential" or similar.

2. Exclusions from Confidentiality

The obligations of confidentiality under this Agreement shall not apply to information that:

• Is or becomes publicly known through no fault of Receiving Party.
• Was lawfully possessed by Receiving Party prior to its disclosure by Disclosing Party.
• Is independently developed by Receiving Party without reference to the Confidential Information.
• Is required to be disclosed by law, regulation, or valid legal process.

Option A: Receiving Party must provide prompt written notice to Disclosing Party prior to such disclosure to allow Disclosing Party to seek a protective order or other appropriate remedy.

Option B: Receiving Party may disclose such information without notice if legally compelled.

3. Permitted Use

Receiving Party shall use the Confidential Information solely for the purpose of performing the consulting services as described in [Reference to Consulting Agreement or Statement of Work].

• Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, competing with Disclosing Party.
• Receiving Party shall not reverse engineer, disassemble, or decompile any Confidential Information.
• Receiving Party shall not sublicense the Confidential Information to any third party without the prior written consent of Disclosing Party.

4. Safeguarding Obligations

Receiving Party shall protect the Confidential Information from unauthorized disclosure and use.

• Receiving Party shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. This standard shall be consistent with prevailing Connecticut industry standards.
• Receiving Party shall restrict access to the Confidential Information to those of its employees, agents, and subcontractors who have a need to know such information for the purpose of performing the consulting services and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Receiving Party shall implement and maintain appropriate security measures to prevent unauthorized access to the Confidential Information, including, but not limited to, [Specific Security Measures, e.g., encryption, password protection, physical security].

5. Term and Termination

This Agreement shall commence on the date first written above and shall continue until terminated as provided herein.

• Option A: The confidentiality obligations under this Agreement shall survive the termination or expiration of this Agreement for a period of [Number] years, except for trade secrets which shall be protected in perpetuity as allowed under Connecticut Uniform Trade Secrets Act (C.G.S. § 35-50 et seq.).
• Option B: The confidentiality obligations under this Agreement shall survive the termination or expiration of this Agreement perpetually for all Confidential Information deemed a trade secret under Connecticut law.

6. Return of Confidential Information

Upon termination of the consulting relationship or upon Disclosing Party's written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies thereof.

• Option A: Receiving Party may, at its option, destroy all Confidential Information instead of returning it, provided that Receiving Party provides Disclosing Party with written certification of such destruction.
• Option B: Returning the information is the only option.

7. Notice of Breach

Receiving Party shall promptly notify Disclosing Party in writing upon discovery of any actual or suspected breach of this Agreement.

• Receiving Party shall cooperate fully with Disclosing Party in investigating any such breach and in taking steps to mitigate its effects.

8. Remedies

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party.

• Disclosing Party shall be entitled to seek injunctive relief to prevent any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity, including direct, indirect, and consequential damages.
• Receiving Party shall indemnify and hold harmless Disclosing Party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by Receiving Party.
• Option A: Specific Performance is also an available remedy.
• Option B: Liquidated damages are not available in this Agreement.

9. Non-Circumvention

Receiving Party shall not circumvent Disclosing Party's confidential relationships.

• Receiving Party shall not solicit employees or clients of Disclosing Party during the term of this Agreement and for a period of [Number] years thereafter, consistent with Connecticut law on restrictive covenants.

10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles.

• 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], Connecticut.

11. 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.

• In the event of any conflict between this Agreement and any other agreement between the parties, including the Consulting Agreement, the terms of this Agreement shall control with respect to Confidential Information.

12. Representations and Warranties

Receiving Party represents and warrants that it has the legal right and authority to enter into this Agreement and that its performance of this Agreement will not violate any agreement or obligation to which it is a party.

13. 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.

14. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

15. No License

Nothing in this Agreement shall be construed as granting Receiving Party any license or other right to use the Confidential Information.

• Disclosing Party retains all right, title, and interest in and to the Confidential Information.

16. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally or when sent by certified mail, return receipt requested, to the addresses set forth above.

17. Waiver

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

• No delay or omission by either party in exercising any right or remedy under this Agreement shall operate as a waiver of that or any other right or remedy.

18. Assignment

Receiving Party may not assign this Agreement without the prior written consent of Disclosing Party.

19. Compliance with Connecticut Law

This Agreement is intended to comply with Connecticut Uniform Trade Secrets Act (C.G.S. § 35-50 et seq.) and Connecticut common law on confidentiality and data protection.

• Option A: Receiving Party shall maintain insurance coverage [Type of Coverage and Minimum Amount].
• Option B: No insurance coverage is required of the receiving party.

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 of Authorized Representative]

[Consultant Name]

Signature: [Signature]