Illinois independent contractor nda template

Illinois Independent Contractor Non-Disclosure Agreement

This Illinois Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and 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”).

1. Definition of Confidential Information

Option A: “Confidential Information” means any and all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally or in written, electronic, or other form, including but not limited to: business plans, financial information, customer lists, technical data, product designs, and marketing strategies related to the services provided in Illinois.

Option B: “Confidential Information” includes, but is not limited to, information regarding the Disclosing Party's technology, source code, business model, product roadmap, algorithms, inventions (whether patentable or not), processes, ideas, pricing, marketing plans, financial statements, customer lists, and supplier lists.

Option C: “Confidential Information” specifically includes [Specific Project Details], client data, and any information related to the [Specific Department/Area] within the Disclosing Party’s business.

2. Exclusions from Confidential Information

Option A: The obligations under this Agreement shall not apply to information that: (a) was already known to the Receiving Party without restriction prior to its disclosure by the Disclosing Party; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without any duty of confidentiality; or (d) is required to be disclosed by law or court order, provided that the Receiving Party provides prompt notice to the Disclosing Party of such required disclosure and takes reasonable steps to minimize the extent of the disclosure.

Option B: Confidential Information does not include information: (a) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; (b) rightfully received from a third party who has the right to disclose it; or (c) approved for release in writing by the Disclosing Party.

Option C: If disclosure is compelled by Illinois court order, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required and will exercise reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

3. Use of Confidential Information

Option A: The Receiving Party agrees to use the Confidential Information solely for the purpose of performing the independent contractor services as defined in the attached [Service Agreement/Statement of Work] and not for any other purpose, including but not limited to personal gain or competitive advantage.

Option B: The Receiving Party shall not disclose, copy, reproduce, or distribute any Confidential Information to any third party without the prior written consent of the Disclosing Party.

Option C: The Receiving Party will not use the Confidential Information to solicit or induce any employee, customer, or supplier of the Disclosing Party to terminate or alter their relationship with the Disclosing Party.

4. Security Measures

Option A: The Receiving Party shall take reasonable precautions to protect the Confidential Information, including but not limited to limiting access to those employees or contractors with a need to know, maintaining physical and electronic security measures, and complying with all applicable data protection laws in Illinois.

Option B: The Receiving Party shall implement security measures no less protective than those the Receiving Party uses to protect its own confidential information of a similar nature.

Option C: The Receiving Party shall immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information and will cooperate with the Disclosing Party to mitigate the damage resulting from such unauthorized use or disclosure.

5. Notification of Breach

Option A: The Receiving Party will immediately notify the Disclosing Party in writing if the Receiving Party becomes aware of any unauthorized use or disclosure of the Confidential Information.

Option B: Such notification will include details of the breach, the information compromised, and steps taken to remedy the breach.

6. Term

Option A: The obligations of confidentiality under this Agreement shall commence on the date of this Agreement and shall continue for a period of [Number] years following the termination of the [Service Agreement/Statement of Work].

Option B: With respect to trade secrets as defined under the Illinois Trade Secrets Act, the obligations of confidentiality shall continue indefinitely.

Option C: Certain types of Confidential Information, such as customer lists, shall be kept confidential in perpetuity.

7. Return of Confidential Information

Option A: Upon the termination of the [Service Agreement/Statement of Work] or at the Disclosing Party's request, the Receiving Party shall promptly return all Confidential Information, including all copies and derivatives thereof, to the Disclosing Party, or shall certify in writing that all such Confidential Information has been destroyed.

Option B: The Receiving Party may retain one copy of the Confidential Information for archival purposes, provided that such copy is stored securely and is subject to the terms of this Agreement.

Option C: In the event that return or destruction is impossible or impractical, the Receiving Party shall continue to protect the confidentiality of the information as required by this Agreement.

8. No Reverse Engineering

Option A: The Receiving Party shall not reverse engineer, decompile, or disassemble any Confidential Information.

Option B: The Receiving Party agrees not to create any derivative works based on the Confidential Information without the express written consent of the Disclosing Party.

9. No License

Option A: This Agreement does not grant the Receiving Party any license or other right to use the Confidential Information except as expressly provided herein.

Option B: All intellectual property rights in and to the Confidential Information remain the sole and exclusive property of the Disclosing Party.

10. Remedies

Option A: The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity, including recovery of attorneys’ fees.

Option B: In the event of a breach of this Agreement, the Disclosing Party shall be entitled to recover its actual damages, including consequential damages.

Option C: The Receiving Party agrees to pay liquidated damages of [Dollar Amount] for each unauthorized disclosure of Confidential Information.

11. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association in Illinois.

Option B: The parties agree to first attempt to resolve any dispute through good faith negotiation. If negotiation fails, the parties agree to participate in mediation before commencing any legal action.

Option C: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles, and the exclusive venue for any legal action shall be in the state or federal courts located in [County Name] County, Illinois.

12. Subcontractors

Option A: The Receiving Party shall not subcontract any work that involves access to or use of the Confidential Information without the prior written consent of the Disclosing Party.

Option B: If the Disclosing Party consents to the use of subcontractors, the Receiving Party shall ensure that each subcontractor agrees to be bound by the terms of this Agreement.

Option C: The Receiving Party shall be liable for any breach of this Agreement by its subcontractors.

13. Special Provisions

Option A: (For healthcare entities) The Receiving Party agrees to comply with all applicable provisions of the Health Insurance Portability and Accountability Act (HIPAA) and related Illinois privacy laws.

Option B: (For financial services entities) The Receiving Party agrees to comply with all applicable provisions of the Gramm-Leach-Bliley Act (GLBA) and related Illinois financial privacy laws.

Option C: (For entities handling personal data) The Receiving Party shall adhere to the Illinois Personal Information Protection Act (PIPA) and implement reasonable security procedures and practices to protect the personal information of Illinois residents.

14. Independent Contractor Relationship

Option A: The parties acknowledge and agree that the Receiving Party is an independent contractor and not an employee of the Disclosing Party. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between the parties.

Option B: The Receiving Party is not entitled to any employee benefits from the Disclosing Party, including but not limited to health insurance, retirement benefits, or paid time off.

15. Non-Competition/Non-Solicitation (Illinois Specific)

Option A: The Receiving Party agrees not to solicit or attempt to solicit any customers or employees of the Disclosing Party for a period of [Number] months following the termination of the [Service Agreement/Statement of Work] within a [Geographic Area, e.g., 50-mile radius of Chicago]. This clause is narrowly tailored to protect the Disclosing Party’s legitimate business interests in Illinois.

Option B: The Receiving Party agrees not to compete directly with the Disclosing Party in the [Specific Industry] within [Geographic Area] for a period of [Number] months following the termination of the [Service Agreement/Statement of Work], but only to the extent such competition involves the use or disclosure of Confidential Information.

16. 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.

17. Amendments

No modification or amendment of this Agreement shall be effective unless made in writing and signed by both parties.

18. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be construed as nearly as possible to reflect the original intent of the parties.

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

____________________________

[Company Name]

By: [Authorized Representative Name]

Title: [Title]

____________________________

[Contractor Name]