Florida independent contractor nda template

Florida Independent Contractor Non-Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Effective Date] by and between:

• [Disclosing Party Name], a [Disclosing Party Entity Type] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and
• [Independent Contractor Name], residing at [Independent Contractor Address] (“Independent Contractor”).

WHEREAS, Disclosing Party possesses certain confidential information; and

WHEREAS, Disclosing Party desires to disclose such confidential information to Independent Contractor for the purpose of [Description of Purpose]; and

WHEREAS, Independent Contractor is willing to receive such confidential information and to maintain the confidentiality thereof;

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

1. Independent Contractor Relationship

• Option A: Independent Contractor acknowledges that they are engaged as an independent contractor and not as an employee, agent, partner, or joint venturer of Disclosing Party.
• Option B: The parties agree that this Agreement does not create any employment relationship and that Independent Contractor is solely responsible for all applicable taxes and benefits. The relationship is governed by a separate independent contractor agreement.

2. Definition of Confidential Information

• Option A: "Confidential Information" shall mean any and all information disclosed by Disclosing Party to Independent Contractor, 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. This includes, but is not limited to: technical data, trade secrets as defined under Florida Statutes Chapter 688 (FUTSA), business processes, product designs, unreleased financials, marketing strategies, customer and vendor lists specific to the Florida market, software code, and other proprietary information.
• Option B: "Confidential Information" shall include, but not be limited to, [Specify Categories of Confidential Information]. It shall also include any information derived from or based upon such Confidential Information. All notes, summaries, analyses, compilations, studies, memoranda, and other documents prepared by or for Independent Contractor which contain, reflect, or are derived from Confidential Information shall also constitute Confidential Information.

3. Exclusions from Confidential Information

• Option A: The obligations of confidentiality under this Agreement shall not apply to information that:
  • is or becomes publicly available through no fault of Independent Contractor;
  • was already in Independent Contractor's possession prior to its disclosure by Disclosing Party, without any obligation of confidentiality;
  • is rightfully received by Independent Contractor from a third party without any obligation of confidentiality; or
  • is required to be disclosed by law or court order, provided that Independent Contractor provides Disclosing Party with prompt written notice of such requirement to allow Disclosing Party to seek a protective order or other appropriate remedy (if legally permissible and reasonably practical).
• Option B: Confidential Information does not include information that is independently developed by Independent Contractor without use of or reference to the Disclosing Party’s Confidential Information, as demonstrated by written records.

4. Use of Confidential Information

• Option A: Independent Contractor shall use the Confidential Information solely for the purpose of performing the services outlined in the Independent Contractor Agreement and shall not use the Confidential Information for any other purpose, including but not limited to personal benefit, competitive advantage, or unauthorized disclosure.
• Option B: Independent Contractor shall not copy, reproduce, or distribute the Confidential Information without the prior written consent of Disclosing Party, except as required for the performance of the contracted services.

5. Standard of Care

• Option A: Independent Contractor shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than a reasonable degree of care. This includes implementing appropriate physical and electronic security measures, such as encryption, restricted access, and compliance with applicable Florida data protection statutes.
• Option B: Independent Contractor shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to, [List Specific Security Measures]. For any Protected Health Information (PHI), Independent Contractor must adhere to HIPAA guidelines if applicable and relevant Florida regulations.

6. Notice of Breach

• Option A: Independent Contractor shall immediately notify 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: The written notice shall include a detailed description of the breach, the individuals involved, and the steps taken to mitigate the damage.

7. Term and Termination

• Option A: The obligations of confidentiality under this Agreement shall continue during the term of the Independent Contractor Agreement and for a period of [Number] years thereafter. For trade secrets as defined by FUTSA, the obligation of confidentiality shall continue indefinitely.
• Option B: Disclosing Party may terminate this Agreement at any time upon written notice to Independent Contractor. Termination of this Agreement shall not relieve Independent Contractor of its obligations of confidentiality with respect to Confidential Information disclosed prior to termination.

8. Return of Confidential Information

• Option A: Upon the termination of the Independent Contractor Agreement or at Disclosing Party's written request, Independent Contractor shall promptly return to Disclosing Party all tangible and intangible forms of the Confidential Information, including all copies, notes, and electronic backups, or, at Disclosing Party's option, destroy the same and certify in writing to Disclosing Party that such destruction has been completed.
• Option B: Independent Contractor shall permanently erase all electronic copies of the Confidential Information from all computer systems and storage devices owned or controlled by Independent Contractor.

9. Remedies for Breach

• Option A: Independent Contractor acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity.
• Option B: In the event of a breach of this Agreement, Independent Contractor shall be liable for all damages, including direct, indirect, incidental, and consequential damages, and reasonable attorneys' fees incurred by Disclosing Party. Liquidated damages shall not be applied as this may not be enforceable under Florida law.

10. Governing Law and Venue

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. The exclusive venue for any action or proceeding arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Florida.
• Option B: Any disputes arising under this agreement shall be resolved through mediation in [City, Florida] before resorting to litigation.

11. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation in accordance with the rules of the American Arbitration Association. If mediation is unsuccessful, the parties may pursue litigation in accordance with Section 10.
• Option B: Any claim or controversy arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. However, Florida Statute §542.335 regarding non-compete agreements shall apply, if applicable.

12. Whistleblower Protection

• Option A: Nothing in this Agreement shall be construed to restrict Independent Contractor from reporting possible violations of law to any governmental agency or entity, or from making other disclosures that are protected under whistleblower laws or regulations, including, but not limited to, Florida's public records and consumer protection statutes.

13. Subcontractors

• Option A: Independent Contractor shall ensure that any subcontractors or employees who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. Independent Contractor shall be responsible for any breach of this Agreement by its subcontractors or employees.
• Option B: Independent Contractor shall not subcontract any portion of the services to be performed under the Independent Contractor Agreement without the prior written consent of Disclosing Party.

14. Intellectual Property

• Option A: Nothing in this Agreement shall be construed as granting Independent Contractor any license or other right to use the Confidential Information for any purpose other than as expressly provided herein. All intellectual property rights in and to the Confidential Information shall remain the sole and exclusive property of Disclosing Party.
• Option B: Any intellectual property developed by Independent Contractor in connection with the services performed under the Independent Contractor Agreement shall be governed by a separate intellectual property assignment agreement.

15. Amendment

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

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, relating to such subject matter.
• 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.

17. Florida-Specific Disclosures

• Option A: [Include any Florida-mandated disclosures or statutory notices applicable to the specific industry or business type, e.g., for healthcare, financial services, or public contractors].

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

____________________________

[Disclosing Party Name]

By: [Disclosing Party Authorized Signatory Name]

Title: [Disclosing Party Title]

____________________________

[Independent Contractor Name]