Idaho consultant nda template

Idaho Consultant Non-Disclosure Agreement

This Idaho Consultant Non-Disclosure Agreement ("Agreement") is made and entered into as of [Date], by and between:

• [Disclosing Party Legal Name], a [Entity Type, e.g., Idaho Corporation], with a principal place of business at [Disclosing Party Address] ("Disclosing Party"), and
• [Receiving Party Legal Name], a [Entity Type, e.g., Individual/Idaho LLC], with a principal place of business/residence at [Receiving Party Address] ("Receiving Party").

1. Definition of Confidential Information

Confidential Information means any information disclosed by Disclosing Party to Receiving Party, directly or indirectly, whether in writing, orally, electronically, visually, via samples, demonstrations, tangible media, or any other means, including information disclosed by third parties on behalf of Disclosing Party. This includes, but is not limited to:

• Proprietary business data, trade secrets subject to Idaho Uniform Trade Secrets Act (I.C. § 48-801 et seq.), business methods, financial data, marketing and business plans, customer and vendor lists, technical processes, product development materials, software source code, project documentation, business correspondence, implementation strategies, pricing, and any information related to regulatory compliance in Idaho.
• Option A: All information relating to [Specific Project/Subject Matter].
• Option B: All information that Disclosing Party identifies as confidential or proprietary.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of Receiving Party;
• Is already lawfully known to Receiving Party at the time of disclosure, as evidenced by Receiving Party’s prior written records;
• Is independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information, as evidenced by Receiving Party’s written records;
• Is rightfully received by Receiving Party from a third party who is not under any obligation of confidentiality to Disclosing Party; or
• Is required to be disclosed by Idaho law or court order.

• If Receiving Party is required to disclose Confidential Information pursuant to Idaho law or a court order, Receiving Party shall provide Disclosing Party with prompt written notice prior to such disclosure, to allow Disclosing Party to seek a protective order or other appropriate remedy.

3. Permitted Use

Receiving Party shall use the Confidential Information solely for the purpose of:

• Option A: Performing the consulting engagement described in [Consulting Agreement Title/Description].
• Option B: Evaluating the potential for a business relationship with Disclosing Party.

Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, personal gain, competitive purposes, or any other business purpose unrelated to the above stated purpose.

4. Protection of Confidential Information

Receiving Party agrees to:

• Maintain the confidentiality of the Confidential Information with at least the same degree of care that Receiving Party uses to protect its own confidential information, but in no event less than reasonable care.
• Restrict access to the Confidential Information only to Receiving Party's personnel who have a need to know such information for the Permitted Use.
• Ensure that any subcontractors or affiliates engaged by Receiving Party sign a written agreement with confidentiality obligations substantially similar to those contained herein.
• Implement and maintain appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of the Confidential Information, consistent with industry standards.

5. Term and Duration

This Agreement shall become effective as of the Effective Date and shall remain in effect for:

• Option A: The duration of the consulting relationship. The confidentiality obligations hereunder shall survive termination of the consulting relationship for a period of [Number] [Years/Months] thereafter.
• Option B: A period of [Number] [Years/Months] from the Effective Date.
• Option C: As long as the information remains a trade secret under Idaho law.

6. Return or Destruction of Confidential Information

Upon Disclosing Party's written request or upon termination of the consulting relationship, Receiving Party shall:

• Promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof, or, at Disclosing Party's option, destroy all such Confidential Information.
• Certify in writing to Disclosing Party that it has complied with the obligations under this section.

7. Notification of Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party in writing upon becoming aware of any unauthorized access, disclosure, loss, or suspected breach of the Confidential Information. Receiving Party shall cooperate with Disclosing Party in any remedial and mitigation efforts.

8. Breach Consequences

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party. Receiving Party agrees that Disclosing Party shall be entitled to:

• Injunctive relief to prevent further unauthorized disclosure or use of the Confidential Information.
• Actual damages, including direct, indirect, and consequential damages, resulting from any breach of this Agreement.
• Specific performance of this Agreement.
• Option A: Liquidated damages in the amount of [Dollar Amount]. (Note: Under Idaho law, liquidated damages must be a reasonable estimation of harm.)

9. Non-Circumvention (Optional)

• Option A: Receiving Party shall not, directly or indirectly, contact or contract with any of Disclosing Party's customers or partners disclosed to Receiving Party during the consulting engagement without the express written consent of Disclosing Party.
• Option B: (No Non-Circumvention Clause)

10. Non-Solicitation and Non-Competition (Optional - Review Idaho Law)

• Option A: (Non-Solicitation and Non-Competition Clause - requires careful tailoring to Idaho law requirements) During the term of this Agreement and for a period of [Number] [Years/Months] following the termination of the consulting relationship, Receiving Party shall not, directly or indirectly:
  • Solicit or attempt to solicit for employment any employee of Disclosing Party.
  • Engage in any business that is competitive with the business of Disclosing Party within [Geographic Area]. (Note: Idaho law requires non-compete agreements to be reasonable in duration, geographic scope, and activity).
• Option B: (No Non-Solicitation and Non-Competition Clause)

11. Representations and Warranties

Receiving Party represents and warrants that:

• It has no conflicting obligations that would prevent it from complying with the terms of this Agreement.
• It is not restricted by any prior agreements that would prevent it from protecting the Confidential Information.
• It will use at least reasonable care to protect the Confidential Information.

12. Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles.

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [County Name] County, Idaho.
• Option B: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association in [City, Idaho].
• Option C: Prior to initiating litigation or arbitration, the parties agree to participate in non-binding mediation in [City, Idaho].

13. Data Protection (Idaho Specific)

If the consulting services involve access to personally identifiable information (PII), Receiving Party shall comply with all applicable Idaho data protection laws, including Idaho's data breach notification law (I.C. § 28-51-104).

• Option A: (For engagements related to healthcare, education, financial services, or government contracting): Receiving Party shall comply with all applicable industry-specific regulations related to data privacy and security, including but not limited to HIPAA, FERPA, GLBA, and FISMA.

14. Intellectual Property

All inventions, deliverables, work product, and any derivative works developed by Receiving Party in connection with the consulting services shall be owned as follows:

• Option A: (Client Ownership) All such items shall be the sole and exclusive property of Disclosing Party, and Receiving Party hereby assigns all right, title, and interest in and to such items to Disclosing Party.
• Option B: (Negotiated Ownership - requires specific details) [Describe Ownership Arrangement].

15. Independent Contractor Status

Receiving Party is an independent contractor and nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between the parties. Receiving Party shall be responsible for all applicable Idaho tax and labor law obligations.

16. Amendments

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

17. Assignment

This Agreement may not be assigned or transferred by Receiving Party without the prior written consent of Disclosing Party.

18. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service, to the addresses set forth above.

19. Severability

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

20. 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, relating to confidentiality regarding [Specific Project/Subject Matter].

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Disclosing Party Legal Name]

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

Address: [Disclosing Party Address]

Email: [Disclosing Party Email]

Phone: [Disclosing Party Phone]

[Receiving Party Legal Name]

By: [Receiving Party Representative Name]

Title: [Receiving Party Representative Title (if applicable)]

Address: [Receiving Party Address]

Email: [Receiving Party Email]

Phone: [Receiving Party Phone]