Georgia independent contractor nda template

Georgia Independent Contractor Non-Disclosure Agreement

This Independent Contractor Non-Disclosure Agreement (this "Agreement") is made and effective as of [Effective Date],

BETWEEN:

[Company Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] ("Disclosing Party"),

AND:

[Contractor Name], residing at [Contractor Address] ("Receiving Party").

RECITALS:

WHEREAS, Disclosing Party possesses certain Confidential Information (as defined below) relating to its business; and

WHEREAS, Disclosing Party desires to disclose such Confidential Information to Receiving Party for the sole purpose of Receiving Party's performance of services as an independent contractor for Disclosing Party; and

WHEREAS, Receiving Party is willing to receive such Confidential Information and to protect its confidentiality.

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

Independent Contractor Relationship: Receiving Party acknowledges and agrees that this Agreement does not create any employment, partnership, joint venture, or agency relationship between the parties. Receiving Party is an independent contractor and is solely responsible for all taxes, insurance, and other obligations associated with its status as such.

Definition of Confidential Information:

Confidential Information means any information disclosed by Disclosing Party to Receiving Party, either directly or indirectly, in writing, orally, electronically, or visually, 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 data, including trade secrets as defined under the Georgia Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.).
• Business plans, marketing strategies, and financial records.
• Client lists, pricing information, and sales data.
• Technical data, including designs, formulas, and processes.
• Intellectual property, including patents, trademarks, and copyrights.
• Procedures, operating manuals, and know-how.

Exclusions from Confidentiality:

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

• Is or becomes generally available to the public other than as a result of a disclosure by Receiving Party in violation of this Agreement.
• Was rightfully in Receiving Party's possession prior to disclosure by Disclosing Party.
• Is rightfully disclosed to Receiving Party by a third party without restriction on disclosure.
• Is independently developed by Receiving Party without use of or reference to the Confidential Information.
• Is required to be disclosed by law or court order, provided that Receiving Party provides Disclosing Party with prompt written notice of such requirement and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

Use of Confidential Information:

• Receiving Party shall use the Confidential Information solely for the purpose of performing the services outlined in the [Statement of Work/Project Description].
• Receiving Party shall not use the Confidential Information for any personal benefit or for the benefit of any third party.

Safeguarding Confidential Information:

Receiving Party shall take commercially reasonable measures to protect the confidentiality of the Confidential Information, which measures shall be at least as protective as those Receiving Party uses to protect its own confidential information, but in no event less than reasonable care, consistent with prevailing industry standards in Georgia. These measures include:

• Restricting access to the Confidential Information to those employees or subcontractors who have a need to know it for the purpose of this Agreement.
• Securing physical and electronic storage of the Confidential Information.
• Encrypting data, where appropriate.
• Preventing unauthorized transfer or reproduction of the Confidential Information.

Prohibition on Unauthorized Disclosure:

Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party. Receiving Party shall not reverse engineer, decompile, or disassemble any tangible embodiments of the Confidential Information. Receiving Party shall not use the Confidential Information for any competitive purpose.

Duration of Confidentiality:

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue during the term of the [Statement of Work/Project Description] and for a period of [Number] years following the termination of the [Statement of Work/Project Description]. The obligations of confidentiality with respect to trade secrets, as defined under Georgia law, shall continue for as long as such information qualifies as a trade secret under applicable law.

Return or Destruction of Confidential Information:

Upon the termination of the [Statement of Work/Project Description] or at any time upon the request of Disclosing Party, Receiving Party shall promptly return to Disclosing Party all tangible embodiments of the Confidential Information, including all copies, notes, and extracts thereof, or, at Disclosing Party's option, destroy such materials and certify such destruction in writing to Disclosing Party. This includes all electronic copies and backups.

Notification of Unauthorized Disclosure:

Receiving Party shall immediately notify Disclosing Party in writing upon learning of any unauthorized disclosure, security breach, or suspected data loss involving the Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in investigating and mitigating any such event.

Remedies for Breach:

In the event of a breach of this Agreement by Receiving Party, Disclosing Party shall be entitled to seek all available legal and equitable remedies, including:

• Injunctive relief to prevent further disclosure or use of the Confidential Information.
• Actual damages sustained by Disclosing Party as a result of the breach.
• Reasonable attorneys' fees (to the extent permitted by Georgia law).

Disclosing Party and Receiving Party agree that monetary damages may be inadequate to protect Disclosing Party’s interests if Receiving Party violates this agreement. In light of such inadequacy, Disclosing Party shall also be entitled to obtain equitable relief including, but not limited to, an injunction, restraining order, specific performance or other appropriate relief, without the necessity of posting bond.

Subcontracting:

Receiving Party shall not subcontract any of its obligations under the [Statement of Work/Project Description] or share the Confidential Information with its own employees or subcontractors without the prior written consent of Disclosing Party and only after such employees or subcontractors have executed a non-disclosure agreement with terms substantially similar to those contained herein.

Governing Law and Venue:

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. The parties agree that 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, Georgia.

Dispute Resolution:

• Option A: Negotiation: The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
• Option B: Mediation: If negotiation is unsuccessful, the parties shall attempt to resolve the dispute through mediation administered by [Mediation Organization, e.g., the American Arbitration Association] in accordance with its [relevant rules].
• Option C: Arbitration: Any dispute arising out of or relating to this Agreement that cannot be resolved through negotiation or mediation shall be finally resolved by binding arbitration in accordance with the rules of the [Arbitration Organization, e.g., the American Arbitration Association] and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. [Note: Consider enforceability under Georgia law. Arbitration clauses require specific language for enforceability]
• Option D: Litigation: If the parties are unable to resolve the dispute through negotiation or mediation (if elected), either party may bring an action in a court of competent jurisdiction as provided in the Governing Law and Venue section above.

Severability:

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. If possible, the invalid or unenforceable provision will be modified to conform to applicable Georgia law and to most closely reflect the original intention of the parties.

Entire Agreement:

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.

Amendment:

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

Waiver:

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.

Restrictive Covenants:

• Option A: Non-Solicitation (If Applicable): During the term of the [Statement of Work/Project Description] and for a period of [Number] months following the termination of the [Statement of Work/Project Description], Receiving Party shall not solicit, directly or indirectly, any employees, clients, or customers of Disclosing Party. This restriction is limited to [Specific Geographic Area or Scope].
• Option B: Non-Competition (If Applicable): During the term of the [Statement of Work/Project Description] and for a period of [Number] months following the termination of the [Statement of Work/Project Description], Receiving Party shall not engage in any business that is directly competitive with the business of Disclosing Party within [Specific Geographic Area or Scope].
• Note: Any restrictive covenants included herein are subject to Georgia law (O.C.G.A. § 13-8-2.1 and § 13-8-53) and shall be narrowly construed and limited in scope, geography, and duration to ensure enforceability.

Independent Legal Counsel:

Each party acknowledges that it has had the opportunity to consult with independent legal counsel regarding the terms and conditions of this Agreement.

Assignment:

Receiving Party shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Disclosing Party. Any attempted assignment in violation of this provision shall be void.

No Third-Party Beneficiaries:

This Agreement is intended for the benefit of the parties hereto and does not create any third-party beneficiary rights.

Compliance with Laws:

Receiving Party shall comply with all applicable federal and Georgia state laws, rules, and regulations, including, but not limited to, privacy laws, labor laws, and data protection laws.

Digital/Electronic Data:

Receiving Party agrees to comply with all applicable Georgia laws and regulations regarding the protection of digital and electronic data, including [Specific Georgia Statutes, e.g., O.C.G.A. § 16-9-90 et seq. Computer Systems Protection Act]. [Include provisions for regulated industries if applicable]

Electronic Signatures:

The parties agree that electronic signatures shall be valid and enforceable as if original under Georgia law.

Communication and Notices:

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 Disclosing Party:

[Company Name]

[Company Address]

Attention: [Contact Person]

If to Receiving Party:

[Contractor Name]

[Contractor Address]

Attention: [Contact Person]

or to such other address as either party may designate in writing from time to time.

Date and Location of Signing: This Agreement is executed and effective as of the date first written above, at [City, State].

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

[Company Name]

By: [Name]

Title: [Title]

[Contractor Name]

By: [Name]

Title: Independent Contractor

[Optional Notary Acknowledgment, if desired]