Mississippi independent contractor nda template

Mississippi Independent Contractor Non-Disclosure Agreement

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

• [Disclosing Party Name], residing at [Disclosing Party Address], hereinafter referred to as "Disclosing Party," and
• [Receiving Party Name], residing at [Receiving Party Address], hereinafter referred to as "Receiving Party."

WHEREAS, Disclosing Party possesses certain confidential information that it desires to protect from unauthorized disclosure; and

WHEREAS, Receiving Party is an independent contractor engaged by Disclosing Party to perform services as [Description of Services].

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

Relationship of Parties

• Receiving Party is an independent contractor of Disclosing Party. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties.

Definition of Confidential Information

• Confidential Information means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or through observation, that is not generally known to the public and that relates to Disclosing Party's business, including, but not limited to:
  • Client and prospect lists.
  • Business processes.
  • Pricing data.
  • Technical documentation.
  • Proprietary software.
  • Inventions, designs, prototypes.
  • Business and marketing strategies.
  • Supplier/vendor information.
  • Trade secrets as defined under the Mississippi Uniform Trade Secrets Act (MUTSA).
  • All information shared verbally, in writing, electronically, or through observation.

Exclusions from Confidential Information

• The obligations of this Agreement shall not apply to information that:
  • Option A: Was already in Receiving Party's possession prior to disclosure by Disclosing Party, without any obligation of confidentiality.
  • Option B: Is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.
  • Option C: Is lawfully received by Receiving Party from a third party without any obligation of confidentiality.
  • Option D: Becomes generally available to the public through no fault of Receiving Party.
  • Option E: Is required to be disclosed by law, subpoena, or court order. Receiving Party shall provide Disclosing Party with prompt written notice of such requirement, unless legally prohibited from doing so, to allow Disclosing Party to seek a protective order or other appropriate remedy.

Use of Confidential Information

• Receiving Party shall use the Confidential Information solely for the purpose of performing the services outlined in the independent contractor agreement with Disclosing Party, specifically [Reference Independent Contractor Agreement or Project].
• Option A: Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, personal advantage or for the benefit of any third party.
• Option B: Receiving Party shall not use Confidential Information for any other project or with other clients of the Receiving Party.

Protection of Confidential Information

• Receiving Party shall protect the Confidential Information from unauthorized disclosure by using the same degree of care, but no less than a commercially reasonable standard, that Receiving Party uses to protect its own confidential information of a similar nature. Such measures shall include, but not be limited to:
  • Secure storage of Confidential Information.
  • Restricting access to Confidential Information to only those individuals who need to know the information to perform the services.
  • Not duplicating Confidential Information except as necessary to perform the services.
  • Using secure methods for electronic transmission of Confidential Information.

Duration of Confidentiality

• The obligations of confidentiality under this Agreement shall continue:
  • Option A: For a period of [Number] years following the termination or completion of the independent contractor agreement.
  • Option B: Perpetually, with respect to trade secrets as defined under the Mississippi Uniform Trade Secrets Act (MUTSA).
  • Option C: For a period of [Number] years following the disclosure of each individual piece of confidential information.

Return of Confidential Information

Upon Disclosing Party's written request or upon termination or completion of the independent contractor agreement, Receiving Party shall promptly return to Disclosing Party all tangible and electronic Confidential Information, including all copies, notes, and derivative works, or at Disclosing Party's option, securely destroy such materials and certify such destruction in writing to Disclosing Party.

Notification of Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party in writing upon becoming aware of any unauthorized disclosure, suspected breach, or data loss of Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in investigating and remediating any such event, including any notifications required under Mississippi data breach laws, if applicable.

Remedies for Breach

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Therefore, Disclosing Party shall be entitled to:

• Option A: Seek injunctive relief in the courts of the State of Mississippi to restrain any such unauthorized disclosure or use, in addition to any other remedies available at law or equity.
• Option B: Recover actual damages, attorney's fees, and costs of enforcement incurred as a result of Receiving Party's breach of this Agreement.
• Option C: Liquidated damages in the amount of [Dollar Amount], as an estimate of the harm suffered as a result of breach of this agreement.

Non-Circumvention

Receiving Party agrees not to circumvent Disclosing Party and directly use the Confidential Information for Receiving Party's own benefit or in competition against Disclosing Party, to the extent enforceable under Mississippi law.

Assignment

Receiving Party may not assign this Agreement or delegate any of its obligations hereunder without the prior written consent of Disclosing Party.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, certified or registered, postage prepaid, addressed to the other party at the address set forth above.

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.

Governing Law and Jurisdiction

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.

Compliance with Mississippi Laws

Receiving Party agrees to comply with all applicable Mississippi laws and regulations regarding data protection, trade secret misappropriation, independent contractor classification, and any professional licensure requirements applicable to the services being performed.

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

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

____________________________
[Disclosing Party Name]
Date: [Date]

____________________________
[Receiving Party Name]
Date: [Date]

Each party acknowledges that they have read and understood this Agreement, are not under duress, and have had the opportunity to seek legal counsel prior to signing.