Michigan independent contractor nda template

Michigan Independent Contractor Non-Disclosure Agreement (NDA)

Effective Date: [Date]

Disclosing Party:

• Name: [Company Name]
• Address: [Company Address]
• Contact Person: [Contact Person Name]
• Email: [Company Email]
• Phone: [Company Phone]

Recipient (Independent Contractor):

• Name: [Contractor Name]
• Address: [Contractor Address]
• Email: [Contractor Email]
• Phone: [Contractor Phone]

1. Relationship:

• The parties acknowledge that this is an Independent Contractor Agreement and does not create an employer-employee relationship. This NDA is related to the [Service Agreement/Contract Number] between the parties.

2. Definition of Confidential Information:

• "Confidential Information" includes, but is not limited to:
  • Client lists and contact information
  • Customer records
  • Supplier data
  • Pricing and cost structures
  • Trade secrets as defined by the Michigan Uniform Trade Secrets Act (MUTSA)
  • Proprietary technology, software, code, designs, inventions
  • Product development plans
  • Business, marketing, and financial strategies
  • Operational procedures and manuals
  • Research and development (R&D) data
  • Personally identifiable information (PII) relevant under Michigan privacy laws
  • Digital and electronic documents
  • Oral disclosures confirmed in writing
  • [Insert any specific industry-related proprietary data relevant to Michigan industry sector, e.g., healthcare, automotive, IT].

3. Exclusions from Confidentiality:

• The obligations under this Agreement shall not apply to information that:
  • Is or becomes publicly available through no fault of the Recipient.
  • Was rightfully received by the Recipient from a third party without any obligation of confidentiality.
  • Was independently developed by the Recipient without use of the Disclosing Party's Confidential Information.
  • Is required to be disclosed by law, regulation, or valid court order (in which case, the Recipient shall promptly notify the Disclosing Party).

4. Permitted Use:

• The Recipient may use the Confidential Information solely for the purpose of performing the services outlined in the [Service Agreement/Contract Number]. The Recipient shall not disclose, duplicate, or use the Confidential Information for personal benefit or for the benefit of any third party.

5. Data Security:

• The Recipient shall adopt commercially reasonable and industry-appropriate safeguards for the protection, access, transmission, and storage of Confidential Information, consistent with the Michigan Identity Theft Protection Act and local data breach notification obligations. These safeguards shall include:
  • [List specific data security measures, such as encryption, access controls, secure disposal procedures].
  • Secure disposal or destruction of electronic data.

6. Term of Confidentiality:

• The obligations of confidentiality under this Agreement shall continue during the term of the [Service Agreement/Contract Number] and:
  • Option A: for a period of [Number] years following the termination of the [Service Agreement/Contract Number].
  • Option B: for as long as the information remains confidential.

7. Obligations Upon Termination:

• Upon termination of the [Service Agreement/Contract Number], the Recipient shall:
  • Return all materials and data in any format containing Confidential Information to the Disclosing Party.
  • Or, at the Disclosing Party's option, destroy all such materials and data, and provide a written certification of destruction.

8. Notification of Breach:

• The Recipient shall immediately notify the Disclosing Party in writing of any unauthorized access, breach, threatened breach, or legal request for disclosure of Confidential Information. The Recipient shall cooperate in good faith with the Disclosing Party in mitigating the effects of any such breach and participating in any investigations or legal proceedings.

9. Remedies:

• The Disclosing Party shall be entitled to all available legal and equitable remedies for any breach of this Agreement by the Recipient, including:
  • Injunctive relief
  • Compensatory and exemplary damages as allowed by the Michigan Uniform Trade Secrets Act (MUTSA)
  • Attorneys' fees (if awarded by the court)

10. Non-Circumvention and Non-Solicitation (Optional):

• (Optional Clause): The Recipient shall not, during the term of the [Service Agreement/Contract Number] and for a period of [Number] years thereafter, directly or indirectly solicit or attempt to solicit any customers, employees, or business partners of the Disclosing Party, where such solicitation would involve the use of Confidential Information.

11. 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.

12. No Waiver:

• No waiver of any breach of this Agreement shall be deemed a waiver of any other breach.

13. Dispute Resolution:

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Negotiation and mediation in [City, Michigan] before resorting to legal action.
  • Option B: Binding arbitration in [City, Michigan] in accordance with the rules of the American Arbitration Association.
  • Option C: Litigation in the state or federal courts located in [County, Michigan].
• This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles.

14. Prior Obligations:

• The Recipient represents and warrants that their performance of all the terms of this Agreement and the performance of their obligations to the Disclosing Party do not and will not breach any agreement to keep information secret that the Recipient has entered into with anyone else. The Recipient will not incorporate or disclose confidential information from third parties in the course of providing services to the disclosing party.

15. Entire Agreement; Amendment:

• 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 amendment to this Agreement shall be effective unless it is in writing and signed by both parties.

16. Michigan Compliance:

• The parties acknowledge that this Agreement is intended to comply with applicable Michigan state laws and regulations, including [mention specific industry-related regulations, e.g., HIPAA if applicable].

17. Independent Contractor Status:

• The Recipient acknowledges that they are an independent contractor and not an employee of the Disclosing Party. As such, the Recipient is not entitled to any employee benefits or legal defenses.

18. Inadvertent Disclosure:

• The Recipient acknowledges that even inadvertent, accidental, or negligent disclosures are prohibited. The Recipient will report any such incidents to the Disclosing Party immediately.

19. Permissible Disclosure:

• No disclosure to any third party, including subcontractors or affiliates, is permitted without the prior written consent of the Disclosing Party and only if the third party agrees to be bound by confidentiality obligations no less restrictive than those contained in this NDA.

20. Electronic Execution:

• This Agreement may be executed electronically in accordance with Michigan law on electronic signatures.

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

____________________________

[Company Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

____________________________

[Contractor Name]