Mississippi consultant nda template

Mississippi Consultant Non-Disclosure Agreement

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

• [Client Name], a [Client Type, e.g., Corporation] with its principal place of business at [Client Address] (“Disclosing Party”);
• and
• [Consultant Name], a [Consultant Type, e.g., Individual, LLC] with its principal place of business/residence at [Consultant Address] (“Receiving Party”). Consultant's business contact information is [Consultant Contact Information].

WHEREAS, Disclosing Party possesses certain confidential and proprietary information; and

WHEREAS, Disclosing Party desires to disclose such information to Receiving Party in connection with the consulting services to be provided by Receiving Party; and

WHEREAS, Receiving Party is willing to receive such information and to agree to protect its confidentiality.

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

Definition of Confidential Information

The term "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by any other means, that relates to Disclosing Party's business, including, but not limited to:

• Option A: Proprietary business data, client and vendor information, financial statements, marketing and business strategies, operational methods, project materials, technical data, software, processes, research developments, planning documents.
• Option B: Information related to [Specific Project Name] including [Specific Project Details].
• Option C: Any information designated as confidential by Disclosing Party.

Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Option A: is or becomes publicly available through no fault of Receiving Party.
• Option B: was lawfully in Receiving Party's possession prior to disclosure by Disclosing Party as evidenced by written records.
• Option C: is independently developed by Receiving Party without reference to Disclosing Party's Confidential Information.
• Option D: is rightfully received by Receiving Party from a third party who is not bound by a confidentiality obligation to Disclosing Party.
• Option E: is required to be disclosed by law, court order, statute, regulation, or legal process, provided that Receiving Party gives Disclosing Party prompt written notice and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

Permitted Use

• Option A: Receiving Party may use Confidential Information solely for the purpose of providing consulting services to Disclosing Party as outlined in the Consulting Agreement dated [Date of Consulting Agreement].
• Option B: Access to and use of Confidential Information is strictly limited to providing contracted consulting services and related project collaboration. All other uses are expressly prohibited.

Duty of Care

• Option A: Receiving Party shall use at least reasonable care to protect the confidentiality of the Confidential Information, but no less than the care Receiving Party uses to protect its own similar confidential information.
• Option B: Receiving Party shall use the highest degree of care to protect the confidentiality of the Confidential Information, including but not limited to safeguards for storage, access control, secure transmission, password protection, and non-publication.

Compliance by Affiliates, Employees, Subcontractors, and Agents

• Option A: Receiving Party shall be responsible for compliance with this Agreement by its affiliates, employees, subcontractors, and agents.
• Option B: Receiving Party shall obtain written assurances of confidentiality from any such parties before allowing them access to the Confidential Information.

Data Breach Notification

In the event of any unauthorized access, breach, or loss of Confidential Information, Receiving Party shall promptly notify Disclosing Party in writing in accordance with Mississippi Code § 75-24-29, and shall cooperate with Disclosing Party in taking all reasonable steps to remedy such breach and prevent further unauthorized disclosure.

Term

• Option A: This Agreement shall commence on the date first written above and shall continue for the duration of the consulting engagement and for a period of two (2) years thereafter.
• Option B: This Agreement shall commence on the date first written above and shall continue for the duration of the consulting engagement and for a period of five (5) years thereafter.
• Option C: Trade secrets, as defined under the Mississippi Uniform Trade Secrets Act (MUTSA), shall remain protected with no expiration until they become publicly disclosed.

Return of Confidential Information

Upon termination of the consulting engagement or upon Disclosing Party's written request, Receiving Party shall immediately return to Disclosing Party all Confidential Information, including all copies and tangible embodiments thereof, or, at Disclosing Party's option, certify in writing its destruction.

Notification of Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party upon discovery of any suspected or actual unauthorized disclosure or use of the Confidential Information and shall cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.

Remedies

• Option A: Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity. Injunctive relief may be granted without the need for posting a bond.
• Option B: Disclosing Party shall be entitled to recover actual damages, consequential damages, and reasonable attorney’s fees incurred as a result of any breach of this Agreement.

Indemnification

Receiving Party shall indemnify and hold harmless Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by Receiving Party or its affiliates, employees, subcontractors, or agents.

Limitation of Liability

• Option A: (If allowed under Mississippi Law) In no event shall Receiving Party be liable for any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement.
• Option B: (If allowed under Mississippi Law) Receiving Party’s total liability under this agreement shall not exceed [Dollar Amount].

Governing Law and Venue

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

Dispute Resolution

• Option A: The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If the parties are unable to resolve the dispute through negotiation, they may agree to submit the dispute to mediation.
• Option B: Any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be conducted in [City Name], Mississippi.

No License

Nothing in this Agreement shall be construed as granting to Receiving Party any license or other rights in or to the Confidential Information, including any intellectual property rights.

Non-Compete/Non-Solicitation

The parties acknowledge that Mississippi law places limitations on non-compete or non-solicitation covenants. Nothing in this Agreement shall restrict Receiving Party’s right to work in their profession beyond the scope of protecting Disclosing Party’s Confidential Information. Any non-compete/non-solicitation covenant must be reasonable and linked to a legitimate business interest.

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.

Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Receiving Party may not assign this Agreement without the prior written consent of Disclosing Party.

Amendment

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

Authority

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, or by email, to the addresses set forth above.

• Option A: Physical mail should be sent to [Physical Address]. Emails should be sent to [Email Address].
• Option B: Disclosing Party's point of contact is [Client Contact Name]. Receiving Party's point of contact is [Consultant Contact Name].

Consideration

The parties acknowledge that mutual promises and undertakings contained herein constitute good and valuable consideration for this Agreement.

• Option A: (If NDA is Standalone) The consideration for this NDA is [Describe specific value exchanged].
• Option B: (If NDA is part of Consulting Agreement) This NDA is entered into as part of and in consideration of the Consulting Agreement between the parties, dated [Date of Consulting Agreement].

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.

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Consultant Name]

By: [Consultant Signature]

Name: [Consultant Printed Name]

Title: [Consultant Title, if applicable]