Michigan consultant nda template

Michigan Consultant Non-Disclosure Agreement

This Michigan Consultant Non-Disclosure Agreement (this "Agreement") is made and effective as of this [Date],

BETWEEN

[Company Name], a [Company Type] organized and existing under the laws of Michigan, with its principal place of business at [Company Address] ("Disclosing Party"),

AND

[Consultant Name], a [Consultant Type, e.g., Individual, LLC] organized and existing under the laws of [State, if applicable], with its principal place of business at [Consultant Address] ("Receiving Party").

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally or in writing, 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:

• Technical data, including designs, drawings, specifications, formulas, and processes.
• Trade secrets, including know-how, inventions, and proprietary information.
• Business plans, marketing strategies, and financial information.
• Client lists, customer data, and vendor information.
• Proprietary methodologies, algorithms, and software.
• Deliverables created as part of the consulting engagement.
• Intellectual property created or advised upon during the engagement.
• Process documentation, source code, and object code.
• Any information marked as "Confidential" or similarly designated.
• Information disclosed orally and subsequently confirmed in writing within [Number] days of disclosure.

Exclusions:

• Information that is or becomes generally available to the public other than as a result of disclosure by Receiving Party in violation of this Agreement.
• Information that was lawfully and demonstrably known by Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party’s written records.
• Information that is lawfully received by Receiving Party from a third party who is not bound by any obligation of confidentiality to Disclosing Party.
• Information that is required to be disclosed by Michigan law or valid court or administrative order, provided that Receiving Party gives Disclosing Party prompt written notice of such requirement (unless prohibited by law) to allow Disclosing Party to seek a protective order or other appropriate remedy.

2. Purpose of Disclosure

• Option A: The Confidential Information is disclosed solely for the purpose of Receiving Party performing the consulting services as described in the Statement of Work attached as Exhibit A (the "Purpose").
• Option B: The Confidential Information is disclosed solely for the purpose of [Specific Purpose, e.g., Evaluating potential strategic partnership].

Receiving Party shall not use the Confidential Information for any purpose other than the Purpose, including but not limited to:

• Any unrelated purpose.
• Competitive intelligence.
• Personal gain.
• Disclosure, transfer, sale, or publication to any third party (including current or prospective clients of Receiving Party) without the prior written consent of Disclosing Party.

3. Duty of Care

Receiving Party shall protect the Confidential Information with:

• Option A: Reasonable care.
• Option B: Strict care, but in no event less than the degree of care that Receiving Party uses to protect its own confidential information of a similar nature.

This includes maintaining:

• Physical safeguards.
• Administrative safeguards.
• Digital safeguards reasonably expected in Receiving Party's industry, and ensuring any subcontractors, affiliates, or agents engaged by Receiving Party are bound by written NDAs with terms at least as restrictive as this Agreement.

4. Prohibited Behaviors

Receiving Party shall not:

• Reverse engineer, decompile, or disassemble any Confidential Information.
• Circumvent Disclosing Party by exploiting business contacts learned through the engagement.
• Use any trade secret information even after the expiration or termination of this Agreement.

5. Term of Confidentiality

The obligations of confidentiality under this Agreement shall:

• Option A: Continue for a period of [Number] years from the Effective Date.
• Option B: Continue for so long as the information qualifies as a "trade secret" under the Michigan Uniform Trade Secrets Act (MUTSA, MCL 445.1901 et seq.).

6. Return or Destruction of Confidential Information

Upon termination of the consulting engagement, completion of the work, or upon written request by Disclosing Party, Receiving Party shall promptly:

• Return all tangible Confidential Information, including all copies and derivative materials, to Disclosing Party.
• Securely destroy all electronic Confidential Information, including all copies and derivative materials.

• Option A: Receiving Party shall provide Disclosing Party with a certification of destruction upon request.
• Option B: Receiving Party is not required to provide certification of destruction.

7. Unauthorized Disclosure

Receiving Party shall promptly notify Disclosing Party in writing if Receiving Party becomes aware of any:

• Unauthorized use of Confidential Information.
• Loss of Confidential Information.
• Disclosure of Confidential Information.
• Is compelled by law to disclose Confidential Information (giving Disclosing Party an opportunity to seek protective measures, unless prohibited by law).

Receiving Party shall fully cooperate with Disclosing Party in mitigating any such event.

8. Remedies

Disclosing Party shall be entitled to:

• Actual and consequential damages for any breach of this Agreement.
• Equitable relief, including injunctive relief, to prevent or restrain any further breach.

• Option A: Liquidated damages in the amount of [Dollar Amount], provided that such amount is not deemed a penalty under Michigan contract law.
• Option B: No liquidated damages.

In any action to enforce this Agreement, the prevailing party shall be entitled to:

• Option A: Payment of reasonable attorney's fees and costs.
• Option B: Each party will bear their own attorney's fees and costs.

9. No License

This Agreement does not grant any transfer of ownership or license to Receiving Party in any:

• Confidential Information.
• Inventions.
• Patents.
• Copyrights.
• Other intellectual property of Disclosing Party.

10. Intellectual Property Assignment

• Option A: Any intellectual property created by Receiving Party during the consulting engagement shall be assigned to Disclosing Party.
• Option B: Receiving Party retains all rights to its pre-existing intellectual property, however, Disclosing Party shall own the intellectual property created as part of the deliverable within the engagement.

11. Governing Law and Jurisdiction

This Agreement shall be:

• Binding and enforceable in Michigan.
• Governed by the laws of the State of Michigan, including the Michigan Uniform Trade Secrets Act (MUTSA, MCL 445.1901 et seq.).

Any dispute arising out of or relating to this Agreement shall be resolved in the:

• Option A: State or Federal courts located in [County Name] County, Michigan.
• Option B: Arbitration in [City Name], Michigan, in accordance with the rules of the American Arbitration Association.

12. Data Protection and Privacy

Receiving Party shall comply with all applicable Michigan data protection and privacy laws, including those relating to:

• Protected personal information.
• Trade secrets.

• Option A: Industry-specific compliance with [Industry, e.g., HIPAA, FERPA] regulations.
• Option B: No industry-specific compliance requirements apply.

13. Independent Contractor

Receiving Party is an independent contractor, and nothing in this Agreement shall be construed to create any:

• Employment relationship.
• Partnership.
• Joint venture.
• Agency relationship between the parties.

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable under Michigan law, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15. Entire Agreement; Modification

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. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

16. Superseding Agreements

• Option A: Supersedes all prior agreements between the parties relating to the confidentiality of information.
• Option B: Is in addition to and does not supersede any existing [Name of Agreement, e.g., Consulting Agreement] between the parties.

17. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, upon the first business day following deposit with a recognized overnight courier, or upon the third business day following mailing by certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Disclosing Party:
[Company Name]
[Company Address]

If to Receiving Party:
[Consultant Name]
[Consultant Address]

or to such other address as either party may designate in writing from time to time.

18. Consulting Relationship Specificity

This Agreement is tailored to the specifics of the consulting relationship between the parties and is compliant with Michigan public policy limits on restraint of trade, non-competes, and enforceability standards for NDAs.

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

[Company Name]

By: [Name of Signatory]

Title: [Title of Signatory]

[Consultant Name]

By: [Name of Signatory]

Title: [Title of Signatory, or N/A if individual]