Delaware independent contractor nda template

Delaware Independent Contractor Non-Disclosure Agreement

This Delaware Independent Contractor Non-Disclosure Agreement (this "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] ("Disclosing Party"), and [Contractor Name], residing at [Contractor Address] ("Recipient").

1. Independent Contractor Status

Option A: Recipient is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship between the Disclosing Party and the Recipient. Recipient acknowledges that they are not entitled to any employee benefits, including but not limited to, health insurance, retirement plans, or paid time off.

Option B: Recipient’s independent contractor status is further defined in the Independent Contractor Services Agreement dated [Date of Services Agreement].

2. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by the Disclosing Party to the Recipient, whether orally or in written, electronic, or other form, including but not limited to: the Disclosing Party's proprietary technology, business processes, trade secrets, business plans, customer and vendor data, project deliverables, software code, marketing strategies, financials, and any other information 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.

Option B: "Confidential Information" specifically includes, but is not limited to, information related to [Specific Subject Matter 1], [Specific Subject Matter 2], and [Specific Subject Matter 3].

3. Exclusions from Confidential Information

Option A: Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Recipient.
• Was rightfully known to the Recipient prior to its disclosure by the Disclosing Party.
• Is independently developed by the Recipient without use of or reference to the Disclosing Party's Confidential Information.
• Is lawfully obtained by the Recipient from a third party who has the right to disclose it.
• Is released by the Disclosing Party with its prior written consent.
• Is required to be disclosed by law, regulation, or court order, provided that the Recipient gives the Disclosing Party prompt written notice of such requirement prior to disclosure and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

Option B: Information disclosed pursuant to Delaware's Freedom of Information Act is not considered Confidential Information.

4. Use of Confidential Information

Option A: The Recipient shall use the Confidential Information solely for the purpose of performing the services outlined in the Independent Contractor Services Agreement dated [Date of Services Agreement]. The Recipient shall not use the Confidential Information for any other purpose whatsoever.

Option B: The Recipient’s use of Confidential Information is limited to tasks directly related to [Specific Project or Task].

5. Non-Disclosure

Option A: The Recipient shall not disclose, sell, transfer, or otherwise make available the Confidential Information to any third party without the prior written consent of the Disclosing Party.

Option B: Disclosure to subcontractors is permitted only with prior written consent from the Disclosing Party and only if such subcontractors are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

6. Safeguards

Option A: The Recipient shall implement and maintain reasonable safeguards to protect the Confidential Information from unauthorized use, access, copying, or disclosure. These safeguards shall be at least equivalent to those the Recipient uses to protect its own confidential information of a similar nature.

Option B: These safeguards shall include, but not be limited to, [Specific Security Measure 1, e.g., password protection], [Specific Security Measure 2, e.g., encryption], and [Specific Security Measure 3, e.g., limited access control].

7. Compliance with Delaware Law

Option A: The Recipient agrees to comply with the Delaware Uniform Trade Secrets Act (6 Del. C. § 2001 et seq.) and all other applicable Delaware laws and regulations relating to confidentiality and data protection.

Option B: The Recipient acknowledges that unauthorized disclosure of trade secrets may result in civil and criminal penalties under Delaware law.

8. Term

Option A: The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years following the termination of the Independent Contractor Services Agreement. With respect to Confidential Information that constitutes a trade secret under Delaware law, the obligations of confidentiality shall continue indefinitely.

Option B: The obligations under this Agreement continue indefinitely for information constituting trade secrets.

9. Return or Destruction of Confidential Information

Option A: Upon the termination of the Independent Contractor Services Agreement, or upon the Disclosing Party's written request, the Recipient shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies, extracts, and other reproductions thereof.

Option B: Alternatively, at the Disclosing Party's option, the Recipient shall destroy all such Confidential Information and certify such destruction to the Disclosing Party in writing.

10. Notification of Breach

Option A: The Recipient shall immediately notify the Disclosing Party in writing upon becoming aware of any suspected or actual breach of this Agreement, or any unauthorized access, use, or disclosure of the Confidential Information.

Option B: Such notification shall include a detailed description of the breach and the steps taken to mitigate the damage.

11. Remedies

Option A: The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief to prevent or restrain any such breach, in addition to any other remedies available at law or in equity.

Option B: In the event of a breach, the Disclosing Party shall be entitled to recover its actual and consequential damages, including reasonable attorneys' fees and costs.

12. Non-Circumvention

Option A: During the term of the Independent Contractor Services Agreement and for a period of [Number] years thereafter, the Recipient shall not directly or indirectly circumvent the Disclosing Party in its business dealings with any customer, vendor, or other party with whom the Recipient had contact as a result of its relationship with the Disclosing Party.

Option B: This non-circumvention clause applies specifically to [Specific Customers/Vendors].

13. No Assignment

Option A: This Agreement may not be assigned or otherwise transferred by the Recipient without the prior written consent of the Disclosing Party.

Option B: Any attempted assignment in violation of this provision shall be void.

14. Governing Law and 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 laws 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] County, Delaware.

15. Amendment

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

Option B: No oral modifications of this Agreement shall be binding.

16. Notices

Option A: 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 or registered mail, return receipt requested, or sent by reputable overnight courier service, addressed as follows:

If to the Disclosing Party:
[Company Name]
[Company Address]

If to the Recipient:
[Contractor Name]
[Contractor Address]

Option B: Either party may change its address for purposes of this Agreement by giving written notice to the other party in accordance with this Section.

17. Severability

Option A: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

Option B: The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

18. Work Product Ownership

Option A: All work product created by Recipient relating to the performance of their duties under the Services Agreement will be considered “works for hire” and the sole property of the Company.

Option B: All intellectual property including, without limitation, patents, copyrights, trademarks, trade secrets, and know-how created during the term of this agreement, and related to the Disclosing Party, will be owned solely by the Disclosing Party.

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

[Company Name]

By: [Name]

Title: [Title]

[Contractor Name]

Signature: [Signature]