Maryland consultant nda template

Maryland Consultant Non-Disclosure Agreement

This Maryland Consultant Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between [Discloser Legal Name], a [State of Incorporation] corporation with its principal place of business at [Discloser Address] ("Discloser"), and [Recipient Legal Name], residing at [Recipient Address] ("Recipient").

• WHEREAS, Discloser possesses certain Confidential Information (as defined below); and
• WHEREAS, Discloser desires to engage Recipient as a consultant to provide [Description of Consulting Services]; and
• WHEREAS, Discloser is willing to disclose Confidential Information to Recipient solely for the purpose of Recipient performing the Consulting Services.

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

1. Definition of Confidential Information.

Confidential Information means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, or by any other means, that relates to Discloser’s business, including, but not limited to:

• Business methods, practices, processes, plans, or strategies.
• Trade secrets, as defined under the Maryland Uniform Trade Secrets Act (MUTSA), Md. Code Com. Law § 11-1201 et seq., including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques, or processes.
• Customer lists, customer data, and customer information.
• Marketing plans and strategies.
• Technical documentation, specifications, and designs.
• Prototypes, models, and samples.
• Intellectual property, including patents, trademarks, copyrights, and trade dress.
• Financial statements, budgets, and projections.
• Research and development information.
• Any other data or materials accessed or obtained by Recipient while providing consulting services to Discloser.

Option A: Including specific types of confidential Information: Confidential Information shall also specifically include [List Specific Confidential Information].

Option B: Excluding certain non-critical information: Confidential Information shall not include [List Non-critical Information].

2. Exclusions from Confidential Information.

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 a disclosure by Recipient in violation of this Agreement.
• Was rightfully known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's written records.
• Is independently developed by Recipient without use of or reference to the Confidential Information, as evidenced by Recipient's written records.
• Is disclosed with the prior written consent of Discloser.
• Is required to be disclosed by law, subpoena, or court order, provided that Recipient gives Discloser prompt written notice of such required disclosure and cooperates with Discloser in seeking a protective order or other appropriate remedy.

3. Use of Confidential Information.

Recipient shall use the Confidential Information solely for the purpose of performing the Consulting Services for Discloser. Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, any direct or indirect commercial benefit, disclosure to any third party, transfer, sale, publication, copying, or reverse engineering.

4. Safeguarding Confidential Information.

Recipient shall protect the Confidential Information from unauthorized disclosure, access, or use by using the same degree of care, but no less than a reasonable degree of care, as Recipient uses to protect its own confidential information of a similar nature. This includes, but is not limited to:

• Storing all Confidential Information in a secure location with limited access.
• Implementing and maintaining appropriate access controls to prevent unauthorized access.
• Using secure transmission methods, including encryption, for transmitting Confidential Information electronically where appropriate.
• Following appropriate protocols for the disposal or deletion of digital files containing Confidential Information.

5. Return or Destruction of Confidential Information.

Upon the termination of this Agreement or at Discloser’s written request, Recipient shall promptly return to Discloser all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof. Alternatively, at Discloser's written request, Recipient shall destroy all such Confidential Information and certify in writing to Discloser that such destruction has been completed.

6. Notification of Unauthorized Disclosure.

Recipient shall immediately notify Discloser upon becoming aware of any suspected or actual unauthorized disclosure, access, or use of the Confidential Information. Recipient shall fully cooperate with Discloser in investigating any such incident and in taking steps to mitigate any damage resulting therefrom, including complying with the notification requirements of the Maryland Personal Information Protection Act (Md. Code Com. Law § 14-3501 et seq.) if applicable.

7. Term.

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years following the termination of the consulting relationship, except for Trade Secrets, which shall be protected perpetually as allowed by Maryland statute.

Option A: Shorter term: The confidentiality period shall be [Number] years.

Option B: Longer term: The confidentiality period shall be [Number] years.

8. Non-Circumvention and Non-Misappropriation.

Recipient shall not directly or indirectly circumvent or misappropriate (steal/exploit) Discloser’s trade secrets, business methods, or other Confidential Information, as defined under the MUTSA, Md. Code Com. Law § 11-1201 et seq.

9. Remedies for Breach.

Discloser shall be entitled to all legal and equitable remedies available under Maryland law for any breach of this Agreement by Recipient, including, but not limited to, actual damages, consequential damages, injunctive relief, and specific performance.

Option A: Attorneys' Fees: In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

Option B: Limit remedies: Discloser's liability shall not exceed [Dollar Amount].

10. Duty to Report and Mitigate.

Recipient shall promptly report to Discloser any loss, misuse, or unauthorized access to Confidential Information and shall take all reasonable steps to mitigate the consequences of such loss, misuse, or unauthorized access, in compliance with all applicable Maryland laws.

11. Governing Law and Venue.

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of [County] County, Maryland.

12. Compliance with Laws.

If Recipient has access to or processes personal or protected consumer information, Recipient will comply with the Maryland Personal Information Protection Act, federal statutes (such as HIPAA if applicable), and any relevant industry-specific regulations.

13. Restrictive Covenants.

Any non-compete or non-solicitation clauses related to this agreement are intended to comply with Maryland law and shall be reasonable in duration, scope, and geography, not broader than necessary to protect Discloser's legitimate business interests, and as permissible under applicable Maryland case law and statutory restrictions.

14. Legal Demand for Disclosure.

If Recipient receives a legal demand for disclosure of Confidential Information, Recipient shall promptly notify Discloser and cooperate with Discloser in seeking to limit or resist such disclosure to the fullest extent permitted by Maryland law.

15. Third-Party Beneficiaries.

This Agreement is solely for the benefit of the parties hereto and is not intended to confer any rights or remedies upon any third party.

16. Assignment.

Recipient shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Discloser.

17. Amendments.

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

18. Prevailing Language.

The prevailing language of this Agreement is English.

19. Electronic Execution.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile or electronic (e.g., PDF) copy of this Agreement, bearing the signature of a party, shall be deemed to be an original and shall be admissible as evidence of the Agreement with the same effect as if the original had been delivered, in accordance with the Maryland Uniform Electronic Transactions Act.

20. 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.

21. Waiver.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

22. 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.

23. Notices.

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, postage prepaid, to the following addresses:

• If to Discloser: [Discloser Name] [Discloser Address]
• If to Recipient: [Recipient Name] [Recipient Address]

24. Authority.

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.

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

[Discloser Legal Name]

By: [Discloser Signature]

Name: [Discloser Printed Name]

Title: [Discloser Title]

[Recipient Legal Name]

By: [Recipient Signature]

Name: [Recipient Printed Name]