Missouri consultant nda template

Missouri Consultant Non-Disclosure Agreement

This Missouri Consultant Non-Disclosure Agreement (this "Agreement") is made and entered into as of this [Date], by and between:

• [Client Name], a [State of Incorporation or Residence] [Entity Type, e.g., Corporation, LLC, Individual], with its principal place of business at [Client Address] ("Client"), and
• [Consultant Name], a [State of Incorporation or Residence] [Entity Type, e.g., Corporation, LLC, Individual], with its principal place of business at [Consultant Address] ("Consultant").

1. Definition of Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by Client to Consultant, whether orally, visually, electronically, or in writing, that relates to Client's business, including, but not limited to: proprietary business processes, trade secrets, technical data, client and supplier lists, project deliverables, proprietary methodologies, market analysis, business strategies, implementation plans, pricing structures, financial records, unpublished intellectual property, internal software or algorithms, system designs, and any other data or know-how.
• Option B: "Confidential Information" means all non-public information relating to the Discloser, whether written, oral, or electronic, including, without limitation, information relating to the Discloser's products, services, customers, marketing, finances, and business operations. Specific examples include [Specific examples tailored to the consultancy].

2. Exclusions from Confidential Information

• Option A: The obligations under this Agreement shall not apply to information that:
  • was already known to Consultant prior to its disclosure by Client, as evidenced by Consultant's prior written records;
  • is or becomes publicly available through no wrongful act or omission of Consultant;
  • is rightfully received by Consultant from a third party without any obligation of confidentiality; or
  • is required to be disclosed by law, regulation, or court order, provided that Consultant provides Client with prompt written notice of such requirement and cooperates with Client in seeking a protective order or other appropriate remedy.
• Option B: Confidential Information does not include information that:
  • Is or becomes generally available to the public other than as a result of a disclosure by the Consultant.
  • Was available to the Consultant on a non-confidential basis prior to its disclosure by the Client.
  • Is disclosed to the Consultant on a non-confidential basis by a third party that is not subject to any confidentiality obligation to the Client with respect thereto.
  • Is required to be disclosed pursuant to a Missouri state or federal law, regulation or court order, provided that the Consultant gives the Client prompt written notice of such requirement prior to disclosure (to the extent legally permissible) and cooperates with the Client in limiting the scope of such disclosure.

3. Use of Confidential Information

• Option A: Consultant shall use the Confidential Information solely for the purpose of performing the services outlined in the Consulting Agreement between Client and Consultant dated [Date of Consulting Agreement] (the "Consulting Agreement"). Consultant shall not use the Confidential Information for any other purpose, including, but not limited to, personal gain, competitive advantage, or solicitation of Client's customers or employees.
• Option B: The Consultant may use the Confidential Information solely for the purpose of evaluating and engaging in discussions concerning a potential business relationship with the Client. The Consultant will not use the Confidential Information for any other purpose.

4. Standard of Care

• Option A: Consultant shall protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Consultant shall implement and maintain appropriate physical, electronic, and administrative safeguards to prevent unauthorized access, use, or disclosure of the Confidential Information.
• Option B: The Consultant will protect the Confidential Information from unauthorized disclosure by using the same degree of care, but not less than a reasonable degree of care, as the Consultant uses to protect its own confidential information of like kind.

5. Duration of Obligation

• Option A: The obligations under this Agreement shall commence on the effective date of this Agreement and shall continue for a period of [Number] years after the termination of the Consulting Agreement. Notwithstanding the foregoing, the obligations with respect to any Confidential Information that constitutes a "trade secret" under the Missouri Uniform Trade Secrets Act shall continue for as long as such information remains a trade secret.
• Option B: This Agreement commences on the Effective Date and continues until [Date or Event, e.g., three years from termination of Consulting Agreement].

6. Return or Destruction of Confidential Information

• Option A: Upon Client's written request or upon termination of the Consulting Agreement, Consultant shall promptly return to Client all tangible Confidential Information, including all copies, notes, summaries, and derivative works, or, at Client's option, destroy such materials and provide Client with a written certification of destruction.
• Option B: Upon the earlier of (i) the Client’s written request or (ii) the termination or expiration of this Agreement, the Consultant will promptly return to the Client all documents and other tangible materials representing the Client’s Confidential Information, including all copies and extracts thereof. Alternatively, if requested by the Client, the Consultant will destroy all such documents and materials and certify such destruction to the Client in writing.

7. Notification of Unauthorized Disclosure

• Option A: Consultant shall promptly notify Client in writing of any actual or suspected unauthorized use, loss, or disclosure of Confidential Information and shall cooperate fully with Client in the investigation and remediation of any such breach, including the mitigation of damages and notification of affected parties as required by applicable Missouri law.
• Option B: The Consultant shall promptly notify the Client in writing of any unauthorized use or disclosure of the Confidential Information. The Consultant will cooperate with the Client in every reasonable way to help the Client regain possession of the Confidential Information and prevent its further unauthorized use.

8. Remedies for Breach

• Option A: Consultant acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to Client for which monetary damages would be inadequate. Therefore, Client shall be entitled to injunctive relief, in addition to any other remedies available at law or equity, including, but not limited to, specific performance, reimbursement for all direct and consequential damages, attorney's fees, and costs of enforcement.
• Option B: The Client may seek injunctive relief in any court of competent jurisdiction to prevent or curtail any threatened or actual breach of this Agreement, without prejudice to any other rights and remedies available to the Client. In the event of any breach of this Agreement by the Consultant, the Consultant shall be liable to the Client for all damages suffered by the Client, including but not limited to direct damages, consequential damages, and attorney's fees.

9. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties may agree to submit the dispute to mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City, Missouri]. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles. The exclusive venue for any litigation arising out of or relating to this Agreement shall be in the state or federal courts located in [County, Missouri].
• Option B: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be [City, Missouri]. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

10. Miscellaneous

• Savings (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.
• 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.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.

11. Consultant-Specific Carve-Outs

• Option A: Nothing in this Agreement shall be construed to limit Consultant's ability to work for other clients, provided that Consultant does not disclose or use Client's Confidential Information in connection with such work. Consultant acknowledges that it remains subject to the non-competition and non-solicitation provisions of the Consulting Agreement, which shall be interpreted and enforced in accordance with Missouri law and the principle of reasonableness.
• Option B: This Agreement shall not prevent the Consultant from using information that is retained in the Consultant's unaided memory, provided that such information is not protected by any patent, copyright, or trade secret law.

12. No Employment Relationship

• Option A: The parties acknowledge and agree that Consultant is an independent contractor and not an employee of Client. Client shall not be responsible for withholding or paying any taxes or benefits on behalf of Consultant. Consultant shall be solely responsible for all taxes and other obligations arising out of or relating to the performance of services under the Consulting Agreement.
• Option B: It is understood and agreed that the Consultant is an independent contractor and not an employee, partner, or agent of the Client. The Client will not be responsible for withholding taxes from the Consultant’s compensation.

13. Compliance with Applicable Regulations

• Option A: Consultant shall comply with all applicable industry-specific Missouri regulations related to the consulting engagement, including, but not limited to, regulations pertaining to healthcare, finance, education, or governmental sectors. Consultant shall adapt its disclosure, use, and destruction protocols as may be mandated by such regulations or Client contracts.
• Option B: The Consultant shall comply with all applicable Missouri laws and regulations in the performance of its obligations under this Agreement.

14. Risk Allocation

• Option A: To the extent permitted by Missouri law, Client shall not be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement, regardless of whether such damages are based on breach of contract, tort (including negligence), or any other legal theory. Consultant shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to Consultant's breach of this Agreement or Consultant's negligence or willful misconduct.
• Option B: In no event will either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement.

15. Acknowledgment

• Option A: Each party acknowledges that it has reviewed this Agreement, has had the opportunity to consult with legal counsel, and understands and agrees to be bound by its terms and conditions. This Agreement supersedes all prior oral or written confidentiality understandings between the parties with respect to the subject matter hereof.
• Option B: By signing below, each party acknowledges that it has read, understood, and agrees to be bound by the terms and conditions of this Agreement.

16. Notices

• Option A: 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, to the addresses set forth above or to such other address as either party may designate in writing from time to time.
• Option B: Any notice required or permitted under this Agreement must be in writing and delivered by personal delivery, email, or registered or certified mail, return receipt requested, to the addresses specified in the introduction to this Agreement or to such other address as a party may designate by notice given in accordance with this section.

17. Modification and Waiver

All modifications, waivers, and notices must be in writing and signed by authorized representatives of both parties, and provide clear notice delivery instructions compliant with Missouri contract practice.

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

[Client Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Consultant Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]