Nebraska consultant nda template

Nebraska Consultant NDA

This Nebraska Consultant Nondisclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address] (“Discloser”), and [Consultant Name], a [State] [Entity Type] with its principal place of business/residence at [Consultant Address] (“Consultant”).

RECITALS

Discloser possesses certain Confidential Information (as defined below) relating to [Describe general subject matter, e.g., Discloser’s business, products, services]. Discloser desires to engage Consultant to provide consulting services related to [Describe the consulting services]. In connection with such engagement, Discloser may disclose Confidential Information to Consultant. Discloser desires to protect the confidentiality of such information. Consultant desires to receive such information only for the purpose of providing the consulting services, and to maintain its confidentiality.

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

Definition of Confidential Information

Option A: “Confidential Information” means any and all information disclosed by Discloser to Consultant, whether orally, visually, in writing, electronically, or in any other tangible medium, concerning Discloser’s business, including, but not limited to, trade secrets (as defined under the Nebraska Uniform Trade Secrets Act), client and customer lists, project deliverables, financial and business plans, supplier data, pricing, intellectual property, marketing and sales strategies, work product created during the consulting engagement, proprietary software or code, unpublished research, methodologies, know-how, inventions, reports, and all information disclosed in verbal, written, electronic, or any tangible medium during the course of the service or preparation thereof.

Option B: “Confidential Information” includes, but is not limited to, the following specific categories of information: [List specific categories of confidential information, e.g., pricing strategies, customer data, product designs]. This list is illustrative only and does not limit the general definition above.

Option C: Work Product. All work product developed by Consultant on behalf of the Discloser including but not limited to reports, analyses, designs, prototypes, and inventions whether or not patentable.

Exclusions from Confidential Information

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

• Is or becomes publicly available without breach of this Agreement by Consultant;
• Was rightfully possessed by Consultant before disclosure by Discloser, as evidenced by Consultant’s written records;
• Is independently developed by Consultant without use of or reference to Discloser’s Confidential Information;
• Is rightfully obtained by Consultant from a third party who is not under any obligation of confidentiality to Discloser; or
• Is required to be disclosed by law, regulation, or court order, provided that Consultant provides Discloser with prompt written notice of such requirement, to the extent legally permissible, so that Discloser may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, Consultant shall disclose only that portion of the Confidential Information that it is legally required to disclose.

Option B: Information already known by Consultant as documented in Consultant's books and records before the Effective Date of this Agreement.

Consultant's Obligations

Option A: Consultant shall use the Confidential Information solely for the purpose of performing the consulting services as described in the Consulting Agreement between the parties (the "Purpose") and shall not use the Confidential Information for any other purpose or for the benefit of any third party. Consultant shall not reverse engineer, disassemble, or decompile any Confidential Information.

Option B: Consultant agrees to hold the Confidential Information in strict confidence and to protect it from unauthorized use, access, or disclosure in the same manner that Consultant protects its own confidential information of a similar nature, but in no event less than a commercially reasonable standard of care.

Protection of Confidential Information

Option A: Consultant shall limit access to the Confidential Information to those of its employees, agents, or subconsultants who have a “need to know” the information for the Purpose, and who are bound by confidentiality obligations no less restrictive than those contained herein.

Option B: Consultant shall maintain the Confidential Information in a secure location and shall implement appropriate security measures, including physical and electronic security measures, to prevent unauthorized access to or disclosure of the Confidential Information.

Option C: If Confidential Information is stored electronically, Consultant shall maintain adequate security measures to prevent unauthorized access to the information, including but not limited to, password protection, encryption, and firewalls.

Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue until the termination of the consulting engagement and for a period of [Number] years thereafter.

Option B: The confidentiality obligations with respect to trade secrets shall continue for as long as such information constitutes a trade secret under applicable Nebraska law.

Return of Confidential Information

Option A: Upon Discloser’s written request or upon termination of the consulting engagement, Consultant shall promptly return to Discloser all Confidential Information in Consultant’s possession or control, including all copies, extracts, or other reproductions thereof, or, at Discloser’s option, destroy such Confidential Information and certify such destruction in writing to Discloser.

Option B: Consultant shall ensure that all Confidential Information is permanently erased from all computer systems, storage media, and other devices in Consultant's possession or control, to the extent commercially practicable and consistent with Nebraska law.

Unauthorized Disclosure

Option A: Consultant shall immediately notify Discloser in writing upon becoming aware of any unauthorized access, use, or disclosure of the Confidential Information. Consultant shall cooperate fully with Discloser in any investigation of such unauthorized access, use, or disclosure.

Option B: Consultant shall take all reasonable steps to mitigate the effects of any such unauthorized access, use, or disclosure, including but not limited to, notifying affected individuals and taking corrective action to prevent future occurrences.

Remedies

Option A: Consultant acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. Therefore, Discloser shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain any such unauthorized disclosure or use.

Option B: In the event of a breach of this Agreement by Consultant, Discloser shall be entitled to recover its actual damages, reasonable attorney's fees, and costs incurred in enforcing this Agreement.

Option C: Liquidated Damages: Consultant agrees that in the event of breach of this NDA, Consultant is liable for the amount of [Dollar Amount] USD as Liquidated Damages.

Ownership

Option A: All Confidential Information shall remain the sole and exclusive property of Discloser. Nothing in this Agreement shall be construed as granting Consultant any license or other right to use the Confidential Information except as expressly provided herein.

Option B: All work product, inventions, or intellectual property created or developed by Consultant in connection with the consulting engagement that relates to the Confidential Information shall be the sole and exclusive property of Discloser.

Non-Solicitation

Option A: During the term of the consulting engagement and for a period of [Number] years thereafter, Consultant shall not, directly or indirectly, solicit or attempt to solicit any employee or customer of Discloser to terminate their relationship with Discloser.

Option B: The restriction in this section applies only to employees and customers with whom Consultant had direct contact during the consulting engagement.

Non-Compete (Optional – Use with Caution, Narrow Tailoring Required)

Option A: During the term of this agreement and for a period of [Number] months following the termination of this agreement, Consultant shall not, within a [Number] mile radius of Discloser’s principal place of business, engage in any business that competes with Discloser’s business of [Describe Discloser’s business].

Option B: The non-compete clause only applies to the specific type of consulting services provided to Discloser and does not restrict Consultant from engaging in other consulting services.

Governing Law and Venue

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of laws principles.

Option B: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Nebraska.

Dispute Resolution

Option A: The parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.

Option B: If the parties are unable to resolve the dispute through negotiation, they may submit the dispute to mediation in [City, Nebraska], before resorting to litigation.

Nebraska Public Policy

Nothing in this Agreement shall be construed to prohibit Consultant from reporting suspected violations of law to appropriate governmental authorities, or from participating in any investigation or proceeding conducted by such authorities.

Data Protection

Option A: Consultant shall comply with all applicable Nebraska data protection laws and regulations, including but not limited to, the Nebraska Personal Information Notification Act.

Option B: If the Confidential Information includes protected health information, Consultant shall comply with the Health Insurance Portability and Accountability Act (HIPAA) and the regulations promulgated thereunder.

Miscellaneous

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.

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

Non-Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Assignment: Consultant may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Discloser.

Notices: All notices under this Agreement 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 overnight courier to the addresses set forth above.

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.

Representations and Warranties: Consultant represents and warrants that they are not bound by any prior or existing confidentiality agreements that would prevent them from entering into or performing their obligations under this Agreement.

Legal Process: Consultant shall promptly notify Discloser of any subpoena or other legal process seeking disclosure of Discloser’s Confidential Information and shall cooperate with Discloser in opposing such disclosure.

Review and Amendment: Discloser may periodically review and amend its confidentiality procedures, and Consultant shall comply with any such amendments.

Industry-Specific Compliance: Consultant shall comply with all applicable Nebraska industry-specific regulations, including but not limited to regulations related to [Specify industry, e.g., agriculture, finance, healthcare].

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

[Disclosing Party Name]

By: [Name of Authorized Representative]

Title: [Title]

[Consultant Name]

By: [Name of Authorized Representative/Consultant]

Title (If applicable): [Title]