Missouri independent contractor nda template

Missouri Independent Contractor Non-Disclosure Agreement

This Missouri 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] (“Company”), and [Contractor Name], residing at [Contractor Address] (“Contractor”).

RECITALS

WHEREAS, Company desires to engage Contractor as an independent contractor to provide certain services; and

WHEREAS, in connection with such engagement, Company may disclose to Contractor certain confidential information; and

WHEREAS, Contractor is willing to receive such confidential information and to protect its confidentiality in accordance with the terms of this Agreement.

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

1. Independent Contractor Relationship

Contractor acknowledges and agrees that Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Company. This Agreement is part of a service, consulting, freelance, or project-based arrangement between the parties.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Company to Contractor, whether orally, visually, electronically, or in writing, that relates to Company's business, including, but not limited to:

• Proprietary business processes
• Technical and operational data
• Trade secrets (as defined in the Missouri Uniform Trade Secrets Act §§417.450–417.467)
• Software code
• Inventions
• Product designs
• Client and prospect information
• Supplier and pricing data
• Marketing strategies
• Contract terms
• Financial records
• Internal communications

3. Exclusions from Confidentiality

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

• Is or becomes generally available to the public other than as a result of a disclosure by Contractor or its representatives in violation of this Agreement;
• Is lawfully obtained by Contractor from a third party who is not bound by a confidentiality obligation to Company;
• Is already in Contractor's possession prior to its disclosure by Company, provided that such possession is not the result of a breach of any confidentiality obligation;
• Is independently developed by Contractor without use of or reference to the Confidential Information; or
• Is required to be disclosed by law, subpoena, or valid government order.

If Contractor is required to disclose Confidential Information pursuant to law, subpoena, or valid government order, Contractor shall promptly notify Company of such requirement (unless prohibited by law) and cooperate with Company in seeking a protective order or other appropriate remedy.

4. Use and Disclosure Restrictions

Contractor shall use the Confidential Information solely for the purpose of performing the services under the independent contractor agreement with Company and shall not:

• Disclose the Confidential Information to any third party, either directly or indirectly.
• Duplicate or copy the Confidential Information, except as reasonably necessary for the performance of the services.
• Use the Confidential Information for its own benefit or for the benefit of any third party.
• Transfer the Confidential Information to any other person or entity.

5. Protection of Confidential Information

Contractor shall exercise commercially reasonable efforts to protect the confidentiality of the Confidential Information, including, but not limited to:

• Maintaining appropriate electronic, physical, and procedural security measures.
• Using password protection and secure email or cloud transmission methods.
• Supervising copying and restricting access to the Confidential Information.
• Complying with any data security instructions or sector-specific data protection practices provided by Company.

6. Term and Duration

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

• Option A: During the term of the independent contractor engagement and for [Number] years after termination of the engagement.
• Option B: During the term of the independent contractor engagement and perpetually with respect to trade secrets under Missouri law.

7. Return of Confidential Information

Upon termination of the independent contractor agreement or at Company's written request, Contractor shall promptly:

• Return to Company all hard copy and electronic Confidential Information, including all working files, backups, devices, login credentials, and derivative works.
• Alternatively, at Company's option, certify in writing the destruction of all such Confidential Information.

8. Notice of Breach

Contractor shall immediately notify Company in writing of any actual or suspected breach, unauthorized disclosure, or loss of Confidential Information and shall cooperate fully in investigating the incident and implementing remedial measures.

9. Remedies for Breach

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

• Injunctive relief to prevent further unauthorized disclosure or use.
• Recovery of direct and consequential damages.
• Contractual penalties as agreed upon in this agreement.
• Reimbursement of court costs and attorneys' fees.

Contractor agrees that monetary damages may not be a sufficient remedy for certain violations of this Agreement.

10. Governing Law and Jurisdiction

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. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Missouri.

11. Dispute Resolution

The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through:

• Good faith negotiation.
• If negotiation fails, mediation administered by [Mediation Service, e.g., American Arbitration Association] in [City, Missouri].
• If mediation fails, binding arbitration or court litigation, with reference to local rules and venues.

12. Non-Waiver and Severability

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. No Employment Relationship

Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, agency, or joint venture between Company and Contractor. Contractor is solely responsible for its own taxes, insurance, and regulatory compliance.

14. Contractor Representations

Contractor represents and warrants that it is not a party to any conflicting agreements or obligations that would preclude compliance with this Agreement or the performance of the contracted services.

15. Non-Solicitation

During the term of the independent contractor engagement and for a period of [Number] [Months/Years] after termination, Contractor shall not:

• Solicit or attempt to solicit any employee or client of Company.
• Work with any Company client that the Contractor had contact with during the term of the independent contractor agreement.

16. Industry Specific Requirements

• Option A: This engagement requires Contractor to comply with HIPAA regulations regarding protected health information.
• Option B: This engagement requires Contractor to comply with GLBA regulations regarding financial information.

17. Compliance with Law

Contractor acknowledges that this NDA and all obligations herein are subordinate to overriding federal or Missouri rules applicable to public records, whistleblower protections (such as the Missouri Whistleblower Protection Act), and statutory rights.

18. 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. Any amendment or waiver of this Agreement must be in writing and signed by both parties.

19. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding to the extent permitted by the Missouri Uniform Electronic Transactions Act.

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

[Company Name]

By: [Name]

Title: [Title]

Date: [Date]

[Contractor Name]

By: [Name]

Title: [Title]

Date: [Date]

(Optional) Acknowledgment of Legal Counsel Review:

We each acknowledge that we have been advised of our right to seek the advice of independent legal counsel regarding this Agreement, and that we have either obtained such counsel or waived our right to do so.

Reference to Master Service Agreement (If Applicable): The terms of this NDA are incorporated into and made a part of that certain Master Service Agreement dated [Date of MSA], between the parties. A copy of said MSA is attached hereto as Exhibit A.