Delaware consultant nda template

Delaware Consultant Nondisclosure Agreement

This Delaware Consultant Nondisclosure Agreement (this "Agreement") is made and effective as of [Date], by and between:

• [Company Name], a [State] [Entity Type], with its principal place of business at [Company Address] ("Discloser"), and
• [Consultant Name], residing at [Consultant Address] ("Recipient").

WHEREAS, Discloser possesses certain confidential information that it desires to protect from unauthorized use and disclosure; and

WHEREAS, Recipient is a consultant who will be providing services to Discloser and, in the course of such services, may have access to Discloser’s confidential information.

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

Definition of Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, visually, or in writing, 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. Confidential Information includes, but is not limited to, proprietary technology, trade secrets (as defined under the Delaware Uniform Trade Secrets Act), business plans, financial data, marketing strategies, software and code, project documents, inventions, pricing, customer lists, supplier lists, unpublished intellectual property, all information received during discussions, and deliverables or analysis created by Recipient that contain or reveal confidential content.
• Option B: "Confidential Information" includes, without limitation, all information relating to Discloser's [Specific Business Area], including technical data, know-how, designs, specifications, processes, procedures, research, development, manufacturing, marketing, sales, financial information, customer lists, supplier lists, and other business information that is not generally known to the public.

Exclusions from Confidential Information

• Option A: The obligations under this Agreement shall not apply to information that:
  • is or becomes publicly available without breach of this Agreement by Recipient;
  • was already lawfully known to Recipient at the time of disclosure by Discloser, as evidenced by written records;
  • is independently developed by Recipient without use of or reference to the Discloser's Confidential Information, as evidenced by written records; or
  • is required to be disclosed by law, regulation, or valid legal process, provided that Recipient provides Discloser with prompt written notice of such requirement (to the extent legally permissible) and reasonably cooperates with Discloser in seeking a protective order or other appropriate remedy. Disclosure will be limited to the legally mandated scope.
• Option B: Confidential Information shall not include information that the Recipient can demonstrate (a) was rightfully in its possession before receipt from the Discloser; (b) is or becomes generally available to the public other than as a result of a disclosure by the Recipient in violation of this Agreement; (c) is received by the Recipient from a third party who is not subject to any obligation of confidentiality with respect to such information; or (d) is independently developed by the Recipient without the use of or access to the Confidential Information.

Use of Confidential Information

• Option A: Recipient shall use the Confidential Information solely for the purpose of providing consulting services to Discloser as set forth in the Consulting Agreement dated [Date of Consulting Agreement] (the "Consulting Agreement"). Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, its own personal benefit, competitive advantage, or for any purpose outside the scope of the Consulting Agreement.
• Option B: Recipient agrees to use the Confidential Information only to perform its duties under the Consulting Agreement. Recipient shall not directly or indirectly use the Confidential Information for any other purpose.

Protection of Confidential Information

• Option A: Recipient shall protect the Confidential Information from unauthorized use, disclosure, or access using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. This includes, but is not limited to, secure data storage, need-to-know access restrictions, secure communications, and encryption where appropriate.
• Option B: Recipient will take all reasonable steps to protect Confidential Information, including, without limitation, (a) storing it securely, (b) restricting access to those employees or agents who have a need to know it, and (c) advising those employees or agents of their obligations with respect to the confidentiality of such information.

Notification of Unauthorized Disclosure

• Option A: Recipient shall immediately notify Discloser upon discovery of any unauthorized use, loss, disclosure, or breach of security relating to the Confidential Information. Recipient shall cooperate with Discloser in investigating and remediating any such event, including complying with any applicable data breach notification laws under Delaware law (6 Del. C. § 12B-101 et seq.).
• Option B: In the event of any unauthorized disclosure or use of the Confidential Information, Recipient will promptly notify Discloser in writing and take all reasonable steps to prevent further unauthorized disclosure or use.

Term of Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the termination of the Consulting Agreement, or, with respect to trade secrets, for as long as such information remains a trade secret under the Delaware Uniform Trade Secrets Act.
• Option B: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years after the date of the last disclosure of Confidential Information by the Discloser to the Recipient.

Return of Confidential Information

• Option A: Upon termination of the Consulting Agreement or upon Discloser's written request, Recipient shall promptly return to Discloser all documents and other tangible materials containing or representing Confidential Information, including all copies, extracts, and summaries thereof, or, at Discloser's option, destroy such materials and certify such destruction in writing. This includes consultant's notes, copies, compilations, or derivative works that incorporate confidential information.
• Option B: Upon termination of the Consulting Agreement or upon Discloser's request, Recipient will return all Confidential Information, including all copies, extracts, and other reproductions, or certify in writing to Discloser that all such Confidential Information has been destroyed.

Intellectual Property

• Option A: All intellectual property rights in and to the Confidential Information, including any inventions, discoveries, or improvements made or conceived by Recipient in connection with the Consulting Agreement that incorporate Confidential Information, shall be owned by Discloser. Recipient hereby assigns all such rights to Discloser.
• Option B: This Agreement does not grant Recipient any license or other rights in or to the Confidential Information.

Choice of Law; Venue

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law 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 New Castle County, Delaware.
• Option B: This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of laws rules. The parties agree that any dispute arising under this Agreement will be resolved by binding arbitration in [City, Delaware] under the rules of the American Arbitration Association.

Remedies

• Option A: Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages may be inadequate. Discloser shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity.
• Option B: Recipient acknowledges that any breach of this Agreement will cause Discloser irreparable harm and that Discloser will be entitled to seek injunctive relief, as well as any other remedies available at law or in equity, including monetary damages.

No License

• Option A: Nothing in this Agreement shall be construed as granting Recipient any license or other rights in or to the Confidential Information, except as expressly set forth herein.
• Option B: No ownership or license of any kind is granted or implied under this Agreement.

Delaware-Specific Compliance

• Option A: Recipient shall comply with all applicable Delaware laws and regulations, including, but not limited to, the Delaware Uniform Trade Secrets Act (DUTSA) and any relevant data privacy or breach notification laws.
• Option B: The parties acknowledge that the Delaware Uniform Trade Secrets Act (6 Del. C. § 2001, et seq.) applies to the Confidential Information disclosed under this Agreement.

Non-Circumvention; Non-Solicitation

• Option A: During the term of the Consulting Agreement and for a period of [Number] years thereafter, Recipient shall not, directly or indirectly, circumvent Discloser or solicit any of Discloser's customers, clients, or employees.
• Option B: (Optional - Include if applicable and desired) Recipient agrees not to solicit, recruit, or hire any employee of Discloser for a period of one year following the termination of the consulting agreement.

Waiver; Amendment; Assignment

• Option A: 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. This Agreement may be amended only by a written instrument signed by both parties. This Agreement may not be assigned by Recipient without the prior written consent of Discloser.
• Option B: Any waiver of a breach of this Agreement must be in writing and signed by the waiving party. This Agreement may only be amended by a written document signed by both parties.

Severability

• Option A: If any provision of this Agreement is held to be invalid or unenforceable under Delaware law, such provision shall be struck and the remaining provisions shall be enforced.
• Option B: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

Integration

• 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: This Agreement contains the entire understanding between the parties relating to the confidentiality of Discloser's Confidential Information and supersedes all prior discussions and agreements.

Consultant Status

• Option A: Recipient acknowledges that it is an independent contractor and not an employee of Discloser. This Agreement does not create any employment relationship between the parties.
• Option B: Nothing in this Agreement shall be construed to create an employment relationship between the parties. Recipient is an independent contractor.

Permitted Disclosures

• Option A: Recipient may disclose Confidential Information to its legal counsel, accountants, and other professional advisors who have a need to know such information and are bound by obligations of confidentiality at least as protective as those contained herein. Recipient shall ensure that any such disclosure is made only to the extent necessary and that such advisors are aware of and comply with the terms of this Agreement.
• Option B: Recipient may disclose Confidential Information to its employees or subcontractors who need to know the information in order to perform their duties under the Consulting Agreement, provided that such employees or subcontractors are bound by written agreements with confidentiality obligations at least as protective as those contained herein.

Signature

• Option A: The parties have executed this Agreement as of the date first written above. Electronic signatures shall be considered original signatures and shall be legally binding under Delaware's Uniform Electronic Transactions Act.
• Option B: 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.

[Company Name]

By: [Name]

Title: [Title]

[Consultant Name]

By: [Name]