Iowa independent contractor nda template

Iowa Independent Contractor Non-Disclosure Agreement

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

[Disclosing Party Legal Name], a [Business Entity Type, e.g., Iowa Corporation], with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and

[Receiving Party Legal Name], residing at [Receiving Party Address] (“Receiving Party”), an independent contractor.

WHEREAS, Disclosing Party possesses certain Confidential Information (as defined below); and

WHEREAS, Receiving Party desires to receive access to such Confidential Information for the sole purpose of performing services as an independent contractor, as described in the Independent Contractor Agreement, dated [Date], entered into between the parties;

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

Definition of Confidential Information

Option A: “Confidential Information” means any and all information disclosed by Disclosing Party to Receiving Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as confidential or which 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: proprietary business plans, trade secrets (as defined by the Iowa Uniform Trade Secrets Act, Iowa Code Chapter 550), client and vendor information, financial records, intellectual property, process documentation, methodologies, technical data, software source code, operational procedures, marketing strategies, and any materials exchanged in written, digital, oral, or visual formats in the course of the project or service arrangement.

Option B: Confidential Information shall include, but not be limited to, the following specific categories of information: [List Specific Categories of Confidential Information].

Exclusions from Confidentiality

Option A: The obligations of this Agreement shall not apply to information that:

• is or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its Representatives;
• was rightfully in Receiving Party’s possession prior to disclosure by Disclosing Party;
• is independently developed by Receiving Party without use of any Confidential Information; or
• is required to be disclosed by law, court order, or governmental regulation, provided that Receiving Party provides Disclosing Party with prompt written notice of such requirement prior to disclosure (to the extent legally permissible) and reasonably cooperates with Disclosing Party, at Disclosing Party’s expense, in opposing such disclosure.

Option B: Exclusions shall only include information already rightfully known by the Receiving Party as evidenced by written records predating disclosure.

Use of Confidential Information

Option A: Receiving Party shall use the Confidential Information solely for the purpose of performing Receiving Party’s obligations under the Independent Contractor Agreement. Receiving Party shall not use the Confidential Information for any other purpose, nor shall Receiving Party disclose the Confidential Information to any third party without Disclosing Party’s prior written consent.

Option B: The Receiving Party may only use Confidential Information to [Clearly define limited use case, e.g., "develop software modules according to the specifications provided"]. Any other use is strictly prohibited.

Safeguards

Option A: Receiving Party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Receiving Party shall implement and maintain appropriate security measures, including, but not limited to, secure storage, data encryption, and restricted access protocols, to prevent unauthorized access to or disclosure of the Confidential Information. Receiving Party shall ensure that its employees, agents, and subcontractors who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein.

Option B: Receiving Party must utilize two-factor authentication on all systems accessing Confidential Information and must store all electronic documents containing Confidential Information on encrypted drives.

Term

Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] ([Years]) years following the termination of the Independent Contractor Agreement.

Option B: The obligations of confidentiality with respect to trade secrets (as defined by the Iowa Uniform Trade Secrets Act, Iowa Code Chapter 550) shall continue as long as such information qualifies as a trade secret under Iowa law.

Return of Confidential Information

Option A: Upon the termination of the Independent Contractor Agreement, or at any time upon Disclosing Party’s written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information, including all copies, extracts, and other reproductions thereof, or, at Disclosing Party’s option, shall certify in writing that all such Confidential Information has been destroyed.

Option B: Disclosing Party shall have the right to inspect Receiving Party's facilities to verify compliance with the return or destruction obligations.

Breach Notification

Option A: Receiving Party shall immediately notify Disclosing Party in writing upon becoming aware of any unauthorized use or disclosure of the Confidential Information. Receiving Party shall cooperate with Disclosing Party in any investigation or litigation relating to such unauthorized use or disclosure.

Option B: In the event of a data security incident involving personal information as defined under Iowa Code § 715C, Receiving Party must comply with all notification requirements outlined therein.

Remedies

Option A: Receiving Party acknowledges that any breach of this Agreement would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. In the event of a breach or threatened breach of this Agreement, Disclosing Party shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity, including monetary damages, costs, and reasonable attorney fees.

Option B: Disclosing Party may seek specific performance of this Agreement and shall be entitled to liquidated damages of [Dollar Amount] per instance of unauthorized disclosure.

Governing Law and Jurisdiction

Option A: 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. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Iowa, and the parties hereby consent to the jurisdiction of such courts.

Option B: All disputes arising out of or related to this Agreement shall be submitted to mediation in [City Name], Iowa, before resorting to litigation.

No Assignment

Option A: Receiving Party shall not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of Disclosing Party.

Option B: Subcontracting access to Confidential Information requires prior written consent of the Disclosing Party.

Independent Contractor Status

Option A: Nothing in this Agreement shall be construed to create an employment relationship between Disclosing Party and Receiving Party. Receiving Party is an independent contractor and is solely responsible for all taxes, insurance, and other employee benefits.

Option B: Receiving Party acknowledges that this Agreement does not create any entitlement to unemployment benefits under Iowa law.

Amendments

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

Option B: Amendments delivered electronically shall be considered valid under Iowa's Uniform Electronic Transactions Act.

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

____________________________

[Disclosing Party Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

____________________________

[Receiving Party Legal Name]