Illinois consultant nda template

Illinois Consultant Non-Disclosure Agreement

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

[Company Name], a [State] [Entity Type] with its principal place of business at [Company Address] ("Client"), and

[Consultant Name], an individual residing at [Consultant Address] ("Consultant").

WHEREAS, Client possesses certain Confidential Information (as defined below) that Client desires to protect from unauthorized use and disclosure; and

WHEREAS, Consultant is willing to receive and use Client's Confidential Information solely for the purpose of performing consulting services for Client;

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

Definition of Confidential Information

Confidential Information means any and all information disclosed by Client to Consultant, whether orally, visually, or in tangible form, that relates to Client's business, including but not limited to:

Option A: Technology, including software, hardware, designs, inventions, and know-how.

Option B: Business processes, methodologies, strategies, marketing plans, financial information, customer lists, vendor lists, and pricing information.

Option C: Trade secrets, as defined under the Illinois Trade Secrets Act (765 ILCS 1065), including formulas, patterns, compilations, programs, devices, methods, techniques, or processes that derive independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

Option D: Project deliverables, data sets, and any other information specifically designated as confidential by Client.

Exclusions from Confidentiality

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

Option A: Is or becomes publicly available through no fault of the Consultant.

Option B: Was rightfully in the Consultant’s possession prior to disclosure by the Client.

Option C: Is rightfully disclosed to the Consultant by a third party without restriction on disclosure.

Option D: Is independently developed by the Consultant without use of or reference to the Client’s Confidential Information.

Option E: Is required to be disclosed pursuant to a valid order of a court or other governmental body; provided, however, that the Consultant shall provide the Client with reasonable prior written notice of such disclosure and shall cooperate with the Client in seeking a protective order or other appropriate relief.

Use and Disclosure Restrictions

Consultant agrees to:

Option A: Use the Confidential Information solely for the purpose of performing the consulting services for Client as described in [Description of Consulting Services].

Option B: Not disclose the Confidential Information to any third party without the prior written consent of Client.

Option C: Protect the Confidential Information from unauthorized use, access, or disclosure using the same degree of care that Consultant uses to protect its own confidential information of a similar nature, but no less than reasonable care.

Option D: Not reverse engineer, decompile, or disassemble any Confidential Information that is in software or other tangible form.

Protection of Confidential Information

Consultant shall:

Maintain physical and electronic security measures to protect the Confidential Information.

Implement and maintain reasonable security practices and procedures appropriate to the nature of the Confidential Information, in accordance with industry standards.

Promptly notify Client of any unauthorized use or disclosure of the Confidential Information.

Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue in full force and effect until [Date]. The confidentiality obligations shall survive termination of this Agreement for a period of [Number] years.

Option B: This Agreement shall commence on the Effective Date and shall continue until the completion of the consulting services. The confidentiality obligations shall survive termination of this Agreement for a period of [Number] years, except for trade secrets, which shall be protected in perpetuity as long as they qualify under the Illinois Trade Secrets Act.

Return of Confidential Information

Upon the termination of this Agreement or upon Client's written request, Consultant shall:

Option A: Promptly return to Client all Confidential Information in Consultant’s possession or control, including all copies thereof.

Option B: Certify in writing to Client that all Confidential Information in Consultant’s possession or control has been destroyed.

Breach and Remedies

Consultant acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Client for which monetary damages would be inadequate. Therefore, Client shall be entitled to:

Option A: Injunctive relief to prevent any further unauthorized use or disclosure of the Confidential Information.

Option B: Recover damages for any losses suffered by Client as a result of Consultant's breach of this Agreement.

Option C: Indemnification for any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Consultant's breach of this Agreement.

Governing Law and Dispute Resolution

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

Any dispute arising out of or relating to this Agreement shall be resolved through:

First, good faith negotiation between the parties.

Second, if negotiation fails, mediation in [City, Illinois].

Third, if mediation fails, litigation in the state or federal courts located in [County, Illinois].

Representations and Warranties

Consultant represents and warrants that:

Option A: Consultant has the right to enter into this Agreement and to perform the obligations hereunder.

Option B: Consultant’s performance of this Agreement will not violate any agreement between Consultant and any third party.

No Other Relationship

Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between Client and Consultant.

No Implied Licenses

No license or other right is granted to Consultant with respect to any intellectual property or Confidential Information of Client, except as expressly provided in this Agreement.

Special Data Handling Requirements

Option A: The Confidential Information is subject to the following specific data handling requirements: [Description of any applicable regulations, e.g., HIPAA, FERPA, Gramm-Leach-Bliley Act, Illinois Biometric Information Privacy Act].

Option B: The Confidential Information is not subject to any specific data handling requirements.

Miscellaneous

No Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

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.

Assignment: This Agreement may not be assigned by Consultant without the prior written consent of Client.

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

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.

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

[Company Name]

By: [Name of Signatory]

Title: [Title of Signatory]

[Consultant Name]

Signature: [Signature]