Minnesota consultant nda template

Minnesota Consultant Non-Disclosure Agreement

This Minnesota Consultant Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Date], by and between:

• [Company Name], a [Company legal structure, e.g., Minnesota Corporation], with its principal place of business at [Company Address] (“Company”), and

• [Consultant Name], an individual/a [Consultant legal structure, e.g., Minnesota LLC], with a principal place of business/residence at [Consultant Address] (“Consultant”).

The Company and Consultant are each referred to herein individually as a “Party” and collectively as the “Parties.”

1. Purpose of Agreement & Consulting Relationship

• Option A: To protect the Company’s confidential information disclosed to Consultant in connection with a consulting engagement.

• Option B: To protect the Company’s confidential information disclosed to Consultant in connection with the Consultant evaluating a potential business relationship with the Company.

• The Consultant will provide the following services to the Company: [Description of consulting services].

• The scope of work for the Consultant's services is detailed in [Reference to a specific document, e.g., Exhibit A].

• The duration of this consulting engagement will be from [Start Date] to [End Date].

2. Definition of Confidential Information

• Option A: "Confidential Information" means any information disclosed by the Company to the Consultant, whether orally, visually, or in writing, and whether disclosed before, on, or after the effective date of this Agreement, that relates to the Company’s past, present, or future business activities, products, services, trade secrets (as defined in Minn. Stat. § 325C.01), technical data, know-how, designs, formulas, specifications, pricing, marketing plans, customer lists, financial information, and other proprietary information.

• Option B: "Confidential Information" specifically includes, but is not limited to: [List specific examples of confidential information].

• Client Data: All information pertaining to Company’s clients, including but not limited to contact information, financial records, and service preferences.

• Business Strategies: Company’s plans for market entry, product development, and competitive positioning.

3. Exclusions from Confidential Information

• Option A: This Agreement does not apply to information that:

• Is already lawfully in the Consultant’s possession prior to its disclosure by the Company, as evidenced by Consultant's written records.

• Is independently developed by the Consultant without the use of or reference to the Company’s Confidential Information, as demonstrated by contemporaneous documentation.

• Is or becomes publicly available through no fault of the Consultant.

• Is lawfully received by the Consultant from a third party who is not bound by any confidentiality obligation to the Company.

• Is required to be disclosed by law or court order; provided, however, that the Consultant shall provide the Company with prompt written notice of such requirement and shall cooperate with the Company in seeking a protective order or other appropriate remedy.

• Option B: Add specific exclusions unique to the nature of the information exchanged: [Describe specific exclusions].

4. Permitted Use of Confidential Information

• Option A: The Consultant shall use the Confidential Information solely for the purpose of [State the permitted purpose, e.g., performing the services described in Section 1].

• Option B: The Consultant shall not use the Confidential Information for any other purpose, including, but not limited to, competing with the Company, developing products or services similar to those offered by the Company, or disclosing the Confidential Information to any third party without the Company’s prior written consent.

• Consultant is prohibited from using confidential information to solicit Company's employees or clients.

5. Security Obligations

• Option A: The Consultant shall take all reasonable steps to protect the Confidential Information from unauthorized access, use, or disclosure. These steps shall include, but are not limited to:

• Maintaining physical security of all Confidential Information.

• Implementing appropriate electronic security measures, such as password protection, encryption, and firewalls.

• Limiting access to the Confidential Information to those employees, agents, or subcontractors who have a need to know the information for the Permitted Use and who have signed confidentiality agreements with obligations no less restrictive than those contained in this Agreement.

• Promptly notifying the Company of any suspected or actual breach of security or unauthorized disclosure of the Confidential Information.

• Option B: Consultant will comply with all applicable provisions of the Minnesota Government Data Practices Act.

• All electronic devices used to access Company data must be password protected and utilize two-factor authentication where feasible.

6. Duration of Confidentiality

• Option A: The obligations of confidentiality under this Agreement shall continue during the term of the consulting engagement and for a period of [Number] years after the termination of the engagement.

• Option B: With respect to Confidential Information that constitutes a trade secret under Minn. Stat. § 325C.01, the obligations of confidentiality shall continue indefinitely.

7. Return of Confidential Information

• Option A: Upon termination of the consulting engagement or upon the Company’s written request, the Consultant shall promptly return to the Company all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof.

• Option B: At the Company’s option, the Consultant shall either return or destroy all Confidential Information and certify in writing that all such Confidential Information has been returned or destroyed.

• Consultant will make best efforts to remove confidential information from personal devices and cloud storage, where feasible.

8. Notification of Unauthorized Disclosure

• The Consultant shall promptly notify the Company in writing if the Consultant becomes aware of any unauthorized use or disclosure of the Confidential Information.

• Consultant will cooperate fully with Company in investigating and remedying any such unauthorized use or disclosure.

9. Remedies for Breach

• Option A: The Consultant acknowledges that any breach of this Agreement may cause irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief to prevent or restrain any such breach, in addition to any other remedies available at law or in equity.

• Option B: The Consultant shall be liable for all damages, including actual and consequential damages, resulting from any breach of this Agreement. The Company shall be entitled to recover its reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

• The Parties agree that Minnesota courts are best positioned to resolve any dispute arising under this agreement, given Company's domicile within the state.

10. Intellectual Property

• Option A: This Agreement does not constitute an assignment or transfer of any intellectual property rights. All intellectual property rights in the Confidential Information shall remain the sole and exclusive property of the Company.

• Option B: Any inventions, work product, or feedback developed by the Consultant during the consulting engagement that relate to the Company’s business or Confidential Information shall be owned by the Company, subject to applicable Minnesota law regarding independent contractors. [Specify further details on ownership and assignment of IP if necessary].

11. Dispute Resolution

• Option A: 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 submit the dispute to mediation in [City, State].

• Option B: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

• This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any legal action relating to this Agreement shall be in the state or federal courts located in [County, Minnesota].

12. Severability, Waiver, and Amendment

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

• Option B: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

• This Agreement may be amended only by a written instrument signed by both Parties.

13. Assignment and Change in Control

• This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

• The Consultant shall not assign this Agreement or any of its rights or obligations hereunder without the Company’s prior written consent.

14. Subconsultants and Agents

• The Consultant shall not disclose the Confidential Information to any subconsultant or agent without the Company’s prior written consent.

• Any subconsultant or agent who receives Confidential Information shall be bound by confidentiality obligations no less restrictive than those contained in this Agreement.

15. Data Privacy and Breach Notification

• The Consultant shall comply with all applicable federal and Minnesota data privacy laws, including but not limited to the Minnesota Government Data Practices Act, and any other sector-specific regulations (e.g., HIPAA, GLBA) relevant to the Confidential Information.

• The Consultant shall promptly notify the Company of any data breach or security incident that may affect the Confidential Information, in accordance with applicable laws and regulations.

16. Relationship of the Parties

• The Parties acknowledge that the Consultant is an independent contractor and not an employee of the Company. This Agreement is specific to the consultant/client relationship and does not apply to Company employees.

17. Non-Solicitation / Non-Circumvention [Include only if applicable and enforceable under Minnesota Law]

• To the extent permitted by Minnesota law, during the term of this Agreement and for a period of [Number] years thereafter, the Consultant shall not solicit or attempt to solicit any employee or client of the Company.

18. Acknowledgement

• The Consultant acknowledges that it has read and understands this Agreement and agrees to be bound by its terms.

• The Consultant represents and warrants that entering into this Agreement does not violate any existing obligation to any third party.

19. Binding Effect

• This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

20. Notice

• All notices and other communications hereunder 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, addressed as follows:

• If to the Company: [Company Name], [Company Address]

• If to the Consultant: [Consultant Name], [Consultant Address]

21. Construction

• This Agreement shall be construed in accordance with the plain meaning of its terms and shall not be construed more strongly against either party.

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

[Company Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]

[Consultant Name]

By: [Consultant Name]