Idaho independent contractor nda template

Idaho Independent Contractor Non-Disclosure Agreement

This Idaho Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Effective Date] by and between:

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

WHEREAS, Disclosing Party possesses certain confidential information that it desires to protect from unauthorized use and disclosure; and

WHEREAS, Receiving Party is an independent contractor providing services to Disclosing Party, and in the course of providing such services may have access to Disclosing Party’s confidential information.

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

Independent Contractor Relationship

• Option A: Receiving Party is an independent contractor of Disclosing Party. Nothing in this Agreement shall be construed to create an employment, partnership, or agency relationship between the parties.
• Option B: Receiving Party will provide [Description of Services] to the Disclosing Party.

Definition of Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by any other means, 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but is not limited to: proprietary processes, business plans, client and vendor data, technical documentation, unpublished inventions, source code, pricing information, marketing strategies, and any materials or information disclosed in written, verbal, electronic, or other tangible form.
• Option B: Confidential Information specifically includes: [List Specific Confidential Information Categories].

Exclusions from Confidential Information

• Option A: The obligations of confidentiality under this Agreement shall not apply to information that:
  • is or becomes generally available to the public other than as a result of disclosure by Receiving Party or its representatives;
  • was already lawfully in Receiving Party’s possession prior to disclosure by Disclosing Party;
  • is received from a third party without breach of any obligation of confidentiality owed to Disclosing Party; or
  • is independently developed by Receiving Party without reference to or use of the Confidential Information.
• Option B: The following shall not be considered confidential information: [List Specific Exclusions].

Use and Disclosure Restrictions

• Option A: Receiving Party shall use the Confidential Information solely for the purpose of performing the services described in the independent contractor 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: The Confidential Information may only be used to [Specify Allowable Uses]. No other use is permitted.

Safeguarding Confidential Information

• Option A: Receiving Party shall use at least reasonable and industry-standard measures to safeguard the Confidential Information against unauthorized access, copying, loss, or misuse, including but not limited to: [List Specific Security Measures, e.g., password protection, encryption, secure storage]. Receiving Party shall comply with all applicable Idaho data privacy and security laws.
• Option B: Receiving Party shall store all electronic Confidential Information on [Specify Secure Location/System] and all physical Confidential Information in [Specify Secure Location].

Duration of Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years following the termination of Receiving Party's services to Disclosing Party.
• Option B: The obligations of confidentiality under this Agreement shall continue as long as the information remains confidential under Idaho trade secret law.

Return of Confidential Information

• Option A: Upon completion of Receiving Party’s services, termination of the independent contractor agreement, or at the request of Disclosing Party, Receiving Party shall promptly return to Disclosing Party all tangible and intangible Confidential Information, including all derivatives and copies thereof, in Receiving Party’s possession or control.
• Option B: If return is not feasible, Receiving Party shall securely destroy all Confidential Information and certify such destruction in writing to Disclosing Party.

Notification of Unauthorized Disclosure

• Option A: Receiving Party shall promptly notify Disclosing Party in writing if Receiving Party becomes aware of any unauthorized disclosure, breach, or suspected breach of Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in investigating and remedying any such unauthorized disclosure or breach.
• Option B: Receiving Party must notify Disclosing Party within [Number] hours of discovering any unauthorized disclosure.

Remedies for Breach

• Option A: Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity. Receiving Party shall be liable for all damages, including reasonable attorneys' fees, incurred by Disclosing Party as a result of any breach of this Agreement.
• Option B: Disclosing Party shall be entitled to liquidated damages in the amount of [Dollar Amount] for each instance of unauthorized disclosure, in addition to injunctive relief and any other remedies available at law or in equity. This provision is enforceable under Idaho law.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, mediation, and/or arbitration in [City, Idaho], before resorting to litigation. The laws of the State of Idaho shall govern this Agreement.
• Option B: All disputes shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Compliance with Idaho Law

• Option A: Receiving Party acknowledges that it will comply with Idaho’s Uniform Trade Secrets Act (Idaho Code 48-801 et seq.), applicable Idaho data privacy and security requirements, and any industry-specific confidentiality or data protection regulations as relevant to the subject matter of this Agreement.
• Option B: This agreement is intended to comply with all applicable Idaho laws and regulations regarding confidentiality and trade secrets.

No Assignment

• Option A: Receiving Party shall not assign or subcontract its services or this Agreement without the prior written consent of Disclosing Party. Any such assignment or subcontracting shall not relieve Receiving Party of its obligations under this Agreement.
• Option B: Any attempt to assign this agreement without written consent shall be void.

Non-Circumvention

• Option A: Receiving Party shall not, directly or indirectly, solicit or conduct business with any of Disclosing Party’s clients or partners using Confidential Information in competition with Disclosing Party for a period of [Number] years following the termination of this Agreement.
• Option B: This clause applies only to [Specific Clients or Partners].

Severability

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Option B: The parties agree to renegotiate any invalid provision to make it valid and enforceable while preserving its original intent.

Amendment

• Option A: This Agreement may be amended only by a written instrument signed by both parties.
• Option B: No oral modification of this agreement shall be binding.

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.
• Option B: This agreement together with [List of other agreements] constitutes the entire agreement between the parties.

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

[Company/Client Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Independent Contractor Name]

Signature: [Signature]