Maryland independent contractor nda template

Maryland Independent Contractor Non-Disclosure Agreement

This Independent Contractor Non-Disclosure Agreement (this "Agreement") is made and entered into as of [Date] by and between [Company Name], with its principal place of business at [Company Address] ("Company"), and [Contractor Name], residing at [Contractor Address] ("Contractor").

Recitals:

• Company desires to disclose certain confidential information to Contractor in connection with Contractor's services as an independent contractor.

• Contractor is willing to receive such information and to protect its confidentiality.

• The parties acknowledge and agree that this Agreement does not create an employer-employee relationship, and Contractor is acting as an independent contractor.

Definition of Confidential Information:

"Confidential Information" means any and all information disclosed by Company to Contractor, whether orally, in writing, electronically, or in any other 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, including but not limited to:

• Trade secrets

• Customer and prospect lists

• Business plans

• Pricing strategies

• Marketing plans

• Financial data

• Technical data

• Operational methods

• Proprietary software

• Work product created in the course of this contract

• Intellectual property

• Source code

• Passwords

• Unpublished patent filings

• All information disclosed in any format (verbal, written, electronic, graphic)

Exclusions from Confidential Information:

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

• Is or becomes publicly available through no fault of Contractor.

• Is independently developed by Contractor without the use of Company's Confidential Information.

• Was already in Contractor's lawful possession prior to disclosure by Company.

• Is rightfully obtained by Contractor from a third party without any obligation of confidentiality.

• Is required to be disclosed by law or court order in Maryland, provided that Contractor gives Company prompt written notice of such requirement and cooperates with Company in seeking a protective order or other appropriate remedy.

Permitted Use:

Contractor shall use the Confidential Information solely for the purpose of performing the services under the Independent Contractor Agreement between Contractor and Company. Contractor shall not use the Confidential Information for Contractor's own benefit or for the benefit of any third party.

• Option A: Use is limited to the specific project: [Project Name].

• Option B: Use is limited to the specific tasks outlined in Exhibit A of the Independent Contractor Agreement.

Safeguarding Confidential Information:

Contractor shall take all reasonable steps to protect the Confidential Information from unauthorized access, disclosure, or use, including but not limited to:

• Storing Confidential Information on non-public computers and secure servers.

• Encrypting electronic Confidential Information.

• Implementing physical security measures to protect access to Confidential Information.

• Restricting access to Confidential Information to those employees or agents of Contractor who have a need to know.

• Complying with all applicable Maryland data protection laws and regulations, including the Maryland Personal Information Protection Act.

• Option A: Contractor will utilize two-factor authentication for all systems that access Confidential Information.

• Option B: Contractor will utilize a VPN when accessing Confidential Information remotely.

Contractor acknowledges the Company's security policies provided [Date of Policy], and agrees to comply with these policies.

Duration of Confidentiality:

The obligations of confidentiality under this Agreement shall continue during the term of Contractor's engagement with Company and for [Number] years after the termination of such engagement. With respect to trade secrets, the obligations of confidentiality shall continue for as long as such information remains a trade secret under Maryland law.

Return or Destruction of Confidential Information:

Upon the termination of Contractor's engagement with Company or upon Company's request, Contractor shall promptly return to Company all Confidential Information in Contractor's possession or control, including all copies thereof, or, at Company's option, shall destroy all such Confidential Information and certify in writing to Company that such destruction has been completed. This includes deletion of electronic records from all devices.

Notification of Unauthorized Disclosure:

Contractor shall immediately notify Company upon becoming aware of any unauthorized access, disclosure, loss, or theft of Confidential Information. Contractor shall cooperate fully with Company in investigating and remediating any such event, as required by Maryland law.

Remedies for Breach:

Contractor acknowledges that any breach of this Agreement may cause irreparable harm to Company for which monetary damages may be inadequate. Accordingly, Company shall be entitled to injunctive relief to prevent or restrain any such breach, in addition to any other remedies available at law or in equity, including actual damages, lost profits, and reimbursement of attorney's fees and costs as permitted by Maryland law.

• Option A: Liquidated damages of [Amount] per breach.

• Option B: In the event of a willful breach, Contractor shall pay Company punitive damages.

No Employment Relationship:

The parties agree that this Agreement does not create an employer-employee relationship between Company and Contractor. Contractor is an independent contractor and is not entitled to any employee benefits. No partnership, joint venture, or agency is created.

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. Exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall be in the courts of [County Name] County, Maryland.

Dispute Resolution:

Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation in Maryland before resorting to litigation.

• Option A: Binding arbitration in accordance with the rules of the American Arbitration Association in Maryland.

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, consistent with Maryland law.

Amendment:

This Agreement may not be amended or modified except by a written instrument signed by both parties. No oral modifications will be effective.

Subcontractors:

Contractor shall ensure that any subcontractors, assistants, or agents used by Contractor in connection with the services provided under the Independent Contractor Agreement are bound by confidentiality obligations at least as protective as those contained in this Agreement. Contractor shall be liable for any breach of this Agreement by any such subcontractors, assistants, or agents.

Intellectual Property:

All work product, inventions, and patents created by Contractor in connection with the services provided under the Independent Contractor Agreement and relating to the Confidential Information shall be owned by [Company or Contractor - Specify Ownership].

• Option A: Contractor assigns all rights to Company.

• Option B: Contractor grants Company a perpetual, irrevocable, worldwide license.

Compliance with Laws:

Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to the Maryland Uniform Trade Secrets Act, the Maryland Personal Information Protection Act, and the Maryland Electronic Communications Privacy Act.

Industry-Specific Compliance:

If Contractor's work involves protected data governed by specific regulations (e.g., healthcare, finance, or education), Contractor acknowledges and agrees to comply with all such applicable regulations, including [List specific regulations e.g., HIPAA, GLBA, FERPA].

Maryland Breach Notification Addendum (If Applicable):

If Contractor will access personal data of Maryland residents, the attached Maryland Breach Notification and Data Security Addendum is incorporated into this agreement.

Notices:

All notices and other communications 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.

Integration (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.

Electronic Execution:

This Agreement may be executed electronically in accordance with the Maryland Uniform Electronic Transactions Act.

Security Training Acknowledgment:

Contractor acknowledges receipt and understanding of Company’s required security training, policies, and procedures and agrees to comply with all such requirements throughout the engagement.

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

____________________________

[Company Name]

By: [Name]

Title: [Title]

Date: [Date]

____________________________

[Contractor Name]

By: [Name]

Title: (If Applicable) [Title]

Date: [Date]

Independent Contractor Acknowledgment:

I acknowledge that I have read, understood, and voluntarily agree to the terms and conditions of this Independent Contractor Non-Disclosure Agreement.

____________________________

[Contractor Name] (Signature)