Minnesota independent contractor nda template

Minnesota Independent Contractor Non-Disclosure Agreement

This Minnesota Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date], by and between:

[Company Name], a [State] [Entity Type] with its principal place of business at [Company Address] (“Discloser”),

and

[Contractor Name], residing at [Contractor Address] (“Recipient”).

WHEREAS, Discloser desires to retain Recipient as an independent contractor to perform certain services; and

WHEREAS, in connection with such services, Recipient may have access to certain Confidential Information of Discloser.

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

1. Independent Contractor Relationship

This Agreement shall not create an employment relationship between Discloser and Recipient. Recipient is an independent contractor, and this Agreement shall be governed by and construed in accordance with Minn. Stat. § 181.723 and relevant independent contractor classification criteria.

Option A: Recipient acknowledges that they are responsible for their own taxes and benefits.

Option B: Recipient acknowledges that they control the manner and means of performing the services, subject to the agreed-upon deliverables.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, visually, or by any other means, that is not generally known to the public and that Discloser reasonably considers to be confidential or proprietary. This includes, but is not limited to:

Project plans, strategies, and roadmaps.

Customer lists, contact information, and sales data.

Business processes, models, and strategies.

Pricing structures, cost information, and financial data.

Vendor data, agreements, and relationships.

Trade secrets as defined by the Minnesota Uniform Trade Secrets Act (Minn. Stat. § 325C.01).

Software, code, technical documentation, and databases.

Marketing strategies, campaigns, and materials.

Proprietary methods, techniques, and know-how.

Financial information, including budgets, forecasts, and performance data.

Business forecasts, projections, and analyses.

Intellectual property, whether registered or unregistered, including patents, trademarks, copyrights, and trade dress.

Work product developed or accessed during the contractor relationship.

Employee information.

3. Exclusions from Confidentiality

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

Is or becomes publicly available through no fault of Recipient.

Is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Is lawfully received by Recipient from a third party not bound by a duty of confidentiality.

Was already known to Recipient without restriction prior to its disclosure by Discloser.

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

4. Use and Disclosure Restrictions

Recipient shall use the Confidential Information solely for the purpose of performing the services outlined in the Independent Contractor Services Agreement between Discloser and Recipient. Recipient shall not disclose the Confidential Information to any third party, including but not limited to Recipient's own employees, advisors, or subcontractors, without the prior written consent of Discloser.

Option A: All requests for disclosure must be directed to [Name].

Option B: No disclosures are permitted without written approval.

5. Protection of Confidential Information

Recipient shall take reasonable and specific measures to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to:

Storing Confidential Information securely.

Restricting access to Confidential Information to those with a need to know.

Using encrypted communications when transmitting Confidential Information.

Implementing appropriate physical and electronic security measures.

Option A: Recipient will participate in annual confidentiality training.

Option B: Recipient must follow the data security policies provided by Discloser.

6. Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and continue:

During the term of the Independent Contractor Services Agreement.

For a period of [Number] years after the termination of the Independent Contractor Services Agreement.

The obligations of confidentiality with respect to trade secrets, as defined under Minnesota law (Minn. Stat. § 325C.01), shall continue indefinitely.

7. Return or Destruction of Confidential Information

Upon termination of the Independent Contractor Services Agreement or upon Discloser's written request, Recipient shall promptly return to Discloser all Confidential Information, including all copies, summaries, and derivative works thereof, in Recipient's possession or control. If return is not feasible, Recipient shall certify in writing to Discloser that all such Confidential Information has been securely destroyed.

Option A: Destruction must be certified by [Title/Name].

Option B: Discloser may audit Recipient's compliance with this clause.

8. Notification of Breach

Recipient shall immediately notify Discloser in writing if Recipient becomes aware of any unauthorized access, use, disclosure, loss, or misuse of the Confidential Information. Recipient shall cooperate with Discloser in investigating and remediating any such breach.

Option A: Notification must be made within [Number] hours.

Option B: Recipient will bear all costs associated with mitigating the breach.

9. Remedies for Breach

Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Discloser. Discloser shall be entitled to seek injunctive relief to prevent or restrain any such breach, in addition to any other remedies available at law or equity, including monetary damages, liquidated damages (if any losses are difficult to calculate), and indemnification for all costs and claimant legal fees. Injunctive relief is expressly enabled under Minn. Stat. § 325C.02 for trade secret violations.

Option A: Liquidated damages are set at [Dollar Amount] per violation.

Option B: Discloser is entitled to all legal fees incurred in enforcing this Agreement.

10. Non-Solicitation (Optional)

During the term of the Independent Contractor Services Agreement and for a period of [Number] years thereafter, Recipient shall not, directly or indirectly, solicit, recruit, or hire any employee of Discloser or solicit any customer or client of Discloser with whom Recipient had contact during the term of the agreement. This clause is intended to comply with all applicable Minnesota law regarding enforceability.

Option A: This clause only applies to employees with whom Recipient directly worked.

Option B: This clause does not restrict general advertising.

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

First, the parties shall attempt to resolve the dispute through good faith negotiation.

If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City], Minnesota.

If mediation fails, the dispute shall be resolved by arbitration in [City], Minnesota, or litigation in the state or federal courts located in [County] County, Minnesota.

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. Exclusive venue for any litigation shall be in [County] County, Minnesota, per Minn. Stat. § 484.709.

12. Compliance with Laws

Recipient shall comply with all applicable Minnesota and federal data protection, privacy, and cybersecurity laws, including but not limited to data breach reporting requirements under Minn. Stat. § 325E.61, and HIPAA if applicable.

Option A: Recipient must complete annual data security training.

Option B: Recipient must adhere to Discloser’s data security policies.

13. No Assignment

Recipient shall not assign or subcontract its obligations under this Agreement without the prior written consent of Discloser.

14. 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.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties intend that any provision found invalid will be interpreted in such a way as to preserve its enforceability to the maximum extent permitted by Minnesota law, in accordance with Minnesota's "blue pencil" doctrine.

16. Whistleblower Protection

Nothing in this Agreement shall limit Recipient’s right to report possible legal violations to government authorities or to cooperate in legal proceedings, as protected by Minnesota and federal law.

17. Third Party Information

Recipient warrants that they will not bring any third party’s information that is subject to another NDA or confidentiality obligation into this engagement.

18. Updates

The parties agree to review and, if necessary, update this NDA if Minnesota statutes or regulations change during the term of the Independent Contractor Services Agreement.

19. Exhibits

The following exhibits are incorporated into and made a part of this Agreement:

Exhibit A: Independent Contractor Services Agreement.

Exhibit B: [Description of Additional Documents]

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

[Company Name]

By: [Name]

Title: [Title]

[Contractor Name]

Signature:

Printed Name: [Name]