Georgia consultant nda template

Georgia Consultant Non-Disclosure Agreement

This Georgia Consultant Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Client Full Legal Name], a [State] [Entity Type] with its principal place of business at [Client Business Address] (“Disclosing Party”), and [Consultant Full Legal Name], an independent contractor with a principal address at [Consultant Business Address] (“Receiving Party”).

WHEREAS, Disclosing Party desires to engage Receiving Party as a consultant to provide certain services; and

WHEREAS, in connection with such engagement, Disclosing Party may disclose to Receiving Party certain confidential and proprietary 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 Disclosing Party to Receiving Party, whether orally or in writing, electronically or otherwise, 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. Such information includes, but is not limited to, documents, data, technology, processes, financial information, commercial plans, client or vendor lists, business methods, research, strategies, technical information, and any proprietary materials disclosed in the course of cooperation.

Option B: "Confidential Information" shall include, without limitation, the following specific items: [List Specific Items Deemed Confidential]. All other information shall not be considered confidential unless specifically designated as such in writing by the Disclosing Party.

Exclusions from Confidential Information

Option A: Confidential Information shall not include information that:

• is or becomes publicly available through no fault of Receiving Party;
• is rightfully known to Receiving Party prior to disclosure by Disclosing Party, as evidenced by Receiving Party's written records;
• is rightfully obtained by Receiving Party from a third party who has the right to disclose it, without breach of any obligation to Disclosing Party; or
• is required to be disclosed pursuant to a valid order of a court or other governmental authority, provided that Receiving Party provides Disclosing Party with prompt written notice of such requirement and reasonably cooperates with Disclosing Party, at Disclosing Party's expense, in opposing such disclosure or seeking a protective order or other appropriate relief.

Option B: If Receiving Party is required to disclose Confidential Information by law, Receiving Party must notify Disclosing Party [Number] days prior to the disclosure and work with the Disclosing Party to minimize the scope of disclosure to the extent legally possible, at Disclosing Party’s expense. Receiving party agrees to only disclose that portion of the Confidential Information that is legally required.

Use and Disclosure Restrictions

Option A: Receiving Party shall use the Confidential Information solely for the purpose of performing the consulting services as outlined in the Consulting Agreement between the parties (the "Purpose"). Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party.

Option B: Receiving Party is authorized to share Confidential Information with [List Approved Individuals/Entities] solely for the Purpose, provided that such individuals/entities are also bound by confidentiality obligations at least as restrictive as those herein. Receiving Party acknowledges and agrees that it will be responsible for any breach of this agreement by its subcontractors or agents.

Duty of Care

Option A: Receiving Party shall protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Option B: Receiving Party must adhere to the following security measures: [List Security Measures, e.g., password protection, encryption].

Non-Reverse Engineering

Option A: Receiving Party shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, design, or construction of any Confidential Information.

Option B: Receiving Party may analyze the Confidential Information only to the extent necessary to achieve the Purpose. All findings and conclusions derived from such analysis shall be considered Confidential Information.

Handling of Electronic Information

Option A: Receiving Party agrees to comply with all applicable Georgia data protection and cybersecurity laws, including O.C.G.A. § 10-1-393.8. Receiving Party shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure.

Option B: All electronic storage of the Confidential Information must be encrypted using [Encryption Standard]. All emails containing Confidential Information must be transmitted using secure email protocols.

Record Keeping

Option A: Receiving Party shall maintain accurate records of all disclosures, access, and transmissions of the Confidential Information.

Option B: Receiving Party is required to create a log documenting each time Confidential Information is accessed, modified, or transmitted. This log must include the date, time, individual involved, and purpose.

Notice of Unauthorized Disclosure

Option A: Receiving Party shall immediately notify Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information.

Option B: Such notice shall include a detailed description of the unauthorized use or disclosure, the steps taken to mitigate the damage, and any cooperation reasonably requested by Disclosing Party in connection with its investigation and legal action.

Term of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the Consulting Agreement and for a period of [Number] years after the termination of the Consulting Agreement.

Option B: With respect to information constituting a "trade secret" under the Georgia Trade Secrets Act, O.C.G.A. § 10-1-760 et seq., the obligations of confidentiality shall continue for as long as such information remains a trade secret under applicable law.

Return or Destruction of Confidential Information

Option A: Upon termination of the Consulting Agreement or upon Disclosing Party's written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information, including all copies thereof, or, at Disclosing Party's option, destroy all such Confidential Information and certify in writing to Disclosing Party that such destruction has occurred.

Option B: Receiving Party must delete the Confidential Information from all personal devices and cloud storage, if applicable, and provide certification of this deletion to Disclosing Party.

Georgia Trade Secrets Act

Option A: Receiving Party acknowledges that Disclosing Party may possess trade secrets as defined under the Georgia Trade Secrets Act, O.C.G.A. § 10-1-760 et seq. Nothing in this Agreement shall be construed to impair Disclosing Party's rights under the Georgia Trade Secrets Act.

Option B: The parties agree that Confidential Information under this Agreement includes, but is not limited to, information which constitutes a trade secret under Georgia law.

Subcontractors/Agents

Option A: Receiving Party shall ensure that any subcontractors or agents who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. Receiving Party shall be jointly liable for any breach of this Agreement by its subcontractors or agents.

Option B: No subcontractors or agents may be used without the express written approval of Disclosing Party.

Remedies for Breach

Option A: Disclosing Party shall be entitled to all available remedies at law or in equity, including, but not limited to, monetary damages, injunctive relief, and specific performance, to remedy any breach of this Agreement by Receiving Party.

Option B: In addition to any other available remedies, Disclosing Party may seek immediate injunctive relief in a court of competent jurisdiction in Georgia to prevent any further unauthorized use or disclosure of the Confidential Information.

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 submit the dispute to mediation in [City, Georgia]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The venue for any arbitration or legal proceeding shall be in [County], Georgia.

Option B: Any legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County], Georgia. Receiving Party consents to the personal jurisdiction of such courts.

Governing Law

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. Specifically, this agreement is governed by O.C.G.A. § 13-8-2, et seq.

Option B: Any interpretation of this agreement shall take into account the relevant provisions of the Georgia Trade Secrets Act, O.C.G.A. § 10-1-760 et seq.

Assignment

Option A: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

Option B: This agreement shall be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.

Relationship to Other Agreements

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. In the event of any conflict between this Agreement and the Consulting Agreement, the terms of this Agreement shall control with respect to the protection of Confidential Information.

Option B: This Agreement is intended to supplement, and not replace, any other confidentiality or non-disclosure agreements that may exist between the parties.

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: The parties agree to renegotiate in good faith any provision held to be invalid or unenforceable to achieve the original intent of the parties.

Waiver

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.

Option B: A waiver of any right or remedy on one occasion shall not be construed as a waiver of such right or remedy on any other occasion.

Industry Specific Compliance

Option A: Receiving Party acknowledges that if the Confidential Information relates to healthcare, financial, or other sensitive data, Receiving Party must comply with all applicable industry-specific rules, including HIPAA and GLBA, in addition to the general requirements of this Agreement.

Option B: If Receiving Party is uncertain about the industry-specific requirements related to the Confidential Information, Receiving Party shall consult with Disclosing Party's legal counsel to ensure compliance.

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

[Client Full Legal Name]

By: [Client Name]

Title: [Client Title]

[Consultant Full Legal Name]

By: [Consultant Name]

Title: Independent Contractor