Connecticut independent contractor nda template

Connecticut Independent Contractor Non-Disclosure Agreement

This Connecticut Independent Contractor Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date], by and between [Company Name], a [State] [Entity Type] with its principal place of business at [Company Address], hereinafter referred to as "Company", and [Contractor Name], residing at [Contractor Address], hereinafter referred to as "Contractor".

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

WHEREAS, in connection with such engagement, Company may disclose to Contractor certain confidential information, as defined below.

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

1. Definition of Independent Contractor Status

Option A: Contractor is engaged as an independent contractor and not as an employee of Company. This Agreement does not create an employment relationship, partnership, or joint venture. Contractor is solely responsible for all applicable federal, state, and local taxes and other withholdings.

Option B: Contractor retains sole and absolute discretion in the manner and means of carrying out the services, subject to the agreed-upon milestones and deliverables outlined in [Reference to Service Agreement/Exhibit].

Option C: Contractor is free to perform services for other clients, provided such services do not conflict with Contractor's obligations under this Agreement.

2. 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 observation, 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: technical data, business processes, trade secrets as defined under the Connecticut Uniform Trade Secrets Act, proprietary methodologies, customer and vendor lists, intellectual property, marketing strategies, financials, business plans, software code, product development materials, and any other information disclosed by Company.

Option B: Confidential Information includes all non-public information relating to Company's past, present, and future research, development, products, services, customers, and business operations, whether or not patentable or copyrightable.

Option C: Specifically included as Confidential Information is Company’s [Specific Type of Data, e.g. pricing information, source code, customer lists].

3. Exclusions from Confidential Information

Option A: The obligations under this Agreement shall not apply to information that:

• (i) is or becomes generally available to the public other than as a result of a disclosure by Contractor or its representatives in violation of this Agreement;
• (ii) was known to Contractor prior to its disclosure by Company, as evidenced by Contractor's contemporaneous written records;
• (iii) is rightfully received by Contractor from a third party who is not under any obligation of confidentiality to Company; or
• (iv) is independently developed by Contractor without use of or reference to the Confidential Information.

Option B: If Contractor is required to disclose Confidential Information by law, court order, or government regulation, Contractor shall provide Company with prompt written notice of such requirement prior to disclosure, to allow Company to seek a protective order or other appropriate remedy.

Option C: Exclusion only applies after Company is given a reasonable opportunity to object.

4. Obligations of Confidentiality

Option A: Contractor agrees to hold the Confidential Information in strict confidence and not to disclose such Confidential Information to any third party, except as expressly authorized by Company in writing.

Option B: Contractor may only use the Confidential Information for the sole purpose of performing the services for Company as outlined in [Reference to Service Agreement/Exhibit], and shall not use the Confidential Information for any other purpose, commercial or personal.

Option C: Contractor shall implement and maintain reasonable administrative, technical, and physical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, consistent with industry standards and Connecticut law, including, but not limited to, Conn. Gen. Stat. § 42-471 if applicable.

5. Handling of Confidential Information

Option A: Contractor shall not duplicate, reproduce, or reverse engineer any Confidential Information without Company's prior written consent.

Option B: Access to Confidential Information shall be limited to those Contractor personnel who have a need to know such information in order to perform the services for Company, and who have signed confidentiality agreements with terms no less restrictive than those contained herein.

Option C: Contractor shall not engage any subcontractors who will have access to Confidential Information without Company's prior written consent, and shall ensure that any such subcontractors are bound by confidentiality obligations equivalent to those in this Agreement.

6. Term and Termination

Option A: This Agreement shall commence as of the Effective Date and shall continue in effect for a period of [Number] years after the termination of the Contractor’s services to Company, or permanently with respect to trade secrets.

Option B: The confidentiality obligations under this Agreement shall survive the termination of the service relationship between Company and Contractor.

Option C: Obligations begin on [Date] and end on [Date].

7. Return of Confidential Information

Option A: Upon the termination of the service relationship or upon Company's written request, Contractor shall promptly return to Company all Confidential Information, including all copies, summaries, and derivative works thereof, in Contractor's possession or control.

Option B: Alternatively, at Company's option, Contractor shall certify in writing that all Confidential Information has been permanently destroyed.

Option C: Upon termination of service relationship, return all the Confidential Information within [Number] days to [Company Address].

8. Breach and Remedies

Option A: Contractor shall immediately notify Company in writing of any actual or suspected breach of this Agreement, and shall cooperate fully with Company in investigating and mitigating such breach.

Option B: Contractor acknowledges that any breach of this Agreement may cause irreparable harm to Company for which monetary damages may be inadequate. Accordingly, Company shall be entitled to injunctive relief, as well as any other remedies available at law or in equity, including actual and consequential damages, and recovery of attorney's fees and costs.

Option C: The Parties agree that any breach of this Agreement will result in [Amount] in liquidated damages.

9. Non-Solicitation (Optional - Review Carefully for Connecticut Enforceability)

Option A: During the term of this Agreement and for a period of [Number] year(s) thereafter, Contractor shall not, directly or indirectly, solicit, recruit, or hire any employee or contractor of Company.

Option B: During the term of this Agreement and for a period of [Number] year(s) thereafter, Contractor shall not, directly or indirectly, solicit or provide services to any customer or client of Company with whom Contractor had contact during the term of this Agreement.

Option C: No non-solicitation.

10. Intellectual Property

Option A: Nothing in this Agreement shall be construed as granting Contractor any right, title, or interest in or to any of Company's intellectual property.

Option B: All intellectual property created by Company using information provided by Contractor is the property of the Company.

Option C: No intellectual property rights will be transferred to the Contractor.

11. Compliance with Laws

Option A: Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to [Specify Relevant Regulations, e.g., HIPAA if health data is involved].

Option B: Contractor is responsible for determining what laws apply to their activities.

Option C: Contractor shall comply with any industry-specific Connecticut and federal regulations

12. Amendments and Waivers

Option A: Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

Option B: No failure or delay by Company in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

Option C: Only written agreements will be considered valid in terms of amendments and waivers.

13. Governing Law and Venue

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

Option C: Connecticut law supersedes all other laws in interpreting this agreement.

14. Dispute Resolution

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

Option B: If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in accordance with the rules of the American Arbitration Association.

Option C: Arbitration will occur in Connecticut.

15. Severability

Option A: 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.

Option B: Parties will negotiate in good faith a substitute, valid and enforceable provision.

Option C: Only the infringing clause will be considered void.

16. 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.

Option B: No modification will be valid without a signed, written amendment.

Option C: This document constitutes the entirety of the NDA, only.

17. Assignment

Option A: Contractor may not assign this Agreement or any of its rights or obligations hereunder without Company's prior written consent.

Option B: Company can assign the agreement.

Option C: No assignments are permitted.

18. Notices

Option A: 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.

Option B: Email notice permitted, but physical notice is required within 5 business days.

Option C: Notices will be served to [Preferred Method of Delivery].

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

[Company Name]

By: [Name]

Title: [Title]

Email: [Email Address]

Phone: [Phone Number]

[Contractor Name]

By: [Name]

Title: [Title]

Email: [Email Address]

Phone: [Phone Number]