Iowa consultant nda template

Iowa Consultant Non-Disclosure Agreement

This Iowa Consultant Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date] by and between:

[Company Legal Name], a [Business Entity Type, e.g., Iowa Corporation] with its principal place of business at [Company Address], hereinafter referred to as "Company,"

• Contact Email: [Company Email]
• Contact Phone: [Company Phone]

and

[Consultant Legal Name], a [Business Entity Type, e.g., Sole Proprietorship, LLC] with its principal place of business/residence at [Consultant Address], hereinafter referred to as "Consultant."

• Contact Email: [Consultant Email]
• Contact Phone: [Consultant Phone]

In consideration of the mutual covenants contained herein, the parties agree as follows:

Confidential Information

Option A: Definition

"Confidential Information" means any and all information disclosed by Company to Consultant, whether orally, visually, or in writing or electronic form, 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. This includes, but is not limited to: business strategies, financial data, project details relating to [Project/Engagement Reference], proprietary methods, trade secrets as defined by Iowa Code Chapter 550, intellectual property, business processes, technical information, client and supplier data, pricing policies, internal reports, communications, software, deliverables, and any other information related to Company's business.

Option B: Specific Exclusions

Confidential Information does not include information that:

• (1) is or becomes publicly available through no fault of Consultant;
• (2) was rightfully known to Consultant prior to its disclosure by Company without an obligation of confidentiality;
• (3) is independently developed by Consultant without use of Company's Confidential Information;
• (4) is lawfully received by Consultant from a third party without any breach of confidentiality obligation; or
• (5) is required to be disclosed by applicable Iowa law, court order, or authorized governmental investigation, provided that Consultant provides Company with prompt written notice of such requirement prior to disclosure (to the extent legally permissible) and cooperates with Company in seeking a protective order or other appropriate remedy.

Use of Confidential Information

Option A: Permitted Use

Consultant shall use the Confidential Information solely for the purpose of fulfilling its obligations under the consulting agreement between Consultant and Company. Consultant shall not use the Confidential Information for any other purpose, including, but not limited to, for its own benefit or the benefit of any third party.

Option B: Restrictions

Consultant specifically agrees not to reverse engineer, decompile, or disassemble any software or other tangible embodiments of Confidential Information disclosed to Consultant by Company. Consultant further agrees not to conduct any unauthorized data analysis or profiling using the Confidential Information.

Consultant's Responsibilities

Option A: Security Measures

Consultant shall take all reasonable precautions to protect the confidentiality of the Confidential Information, including, but not limited to: storing the Confidential Information in a secure location, using password protection, encrypting electronic files containing Confidential Information, and restricting access to the Confidential Information to those employees or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.

Option B: Subcontractors

If Consultant utilizes subcontractors or third parties in the performance of its services for Company, Consultant shall ensure that such subcontractors or third parties are bound by written confidentiality agreements that protect the Confidential Information to the same extent as this Agreement. Consultant shall be responsible for any breach of confidentiality by its subcontractors or third parties.

Term and Termination

Option A: Duration of Obligation

The obligations of confidentiality under this Agreement shall continue during the term of the consulting agreement and for a period of [Number] years after the termination or expiration of the consulting agreement.

Option B: Trade Secrets

With respect to any Confidential Information that constitutes a trade secret under Iowa law, the obligations of confidentiality shall continue indefinitely, as long as such information remains a trade secret.

Breach and Remedies

Option A: Notice and Mitigation

Consultant shall immediately notify Company upon discovery of any unauthorized use or disclosure of the Confidential Information and shall take all reasonable steps to mitigate the effects of such unauthorized use or disclosure.

Option B: Remedies

Consultant acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Company for which monetary damages may be difficult to ascertain. Accordingly, Company shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or equity, including, but not limited to, actual and consequential damages and reasonable attorneys' fees. Consultant shall indemnify Company against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to Consultant's breach of this Agreement.

Return of Information

Option A: Return or Destruction

Upon the termination of the consulting agreement or upon Company's written request, Consultant shall promptly return to Company all Confidential Information in its possession or control, including all copies, notes, and other materials derived therefrom.

Option B: Certification of Destruction

In lieu of returning the Confidential Information, Consultant may, at Company's option, destroy the Confidential Information and provide Company with a written certification of such destruction.

Governing Law and Dispute Resolution

Option A: Governing Law

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

Option B: Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, Iowa]. If mediation is unsuccessful, either party may initiate litigation in a court of competent jurisdiction in [County, Iowa].

Data Protection Compliance

Option A: Data Protection

Consultant shall comply with all applicable Iowa and federal data protection laws, including, but not limited to, laws regarding the protection of personal data and sector-specific rules (e.g., healthcare, education). Consultant shall respect the confidential or proprietary rights of third parties.

Intellectual Property

Option A: Ownership

Any intellectual property developed by Consultant in connection with the consulting services provided to Company shall be owned by [Company/Consultant/Jointly Owned]. Consultant agrees to assign all rights, title, and interest in such intellectual property to Company or as otherwise directed by Company.

Option B: Pre-existing IP

Any intellectual property owned by Consultant prior to the commencement of the consulting agreement shall remain the property of Consultant.

Non-Circumvention/Non-Solicitation (Optional - Review Iowa Law Carefully)

Option A: Non-Solicitation

During the term of the consulting agreement and for a period of [Number] months/years after termination, Consultant shall not solicit, directly or indirectly, any employee or customer of Company.

Option B: Non-Circumvention

Consultant agrees not to circumvent Company's relationships with its clients or vendors for its own benefit or the benefit of any third party.

No Agency

Option A: Independent Contractor

Nothing in this Agreement shall be construed to create an agency, partnership, or employment relationship between Company and Consultant. Consultant is an independent contractor.

Amendment

Option A: Written Amendment

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

Severability

Option A: Severability Clause

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

Entire Agreement

Option A: Entire Agreement Clause

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.

Waiver

Option A: No Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

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

____________________________

[Company Representative Name]

[Company Representative Title]

[Company Legal Name]

Date: ____________________________

____________________________

[Consultant Name]

[Consultant Title]

[Consultant Legal Name]

Date: ____________________________