Nebraska independent contractor nda template

Nebraska Independent Contractor Non-Disclosure Agreement

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

[Client/Discloser Name], a [State of Incorporation] corporation with its principal place of business at [Client/Discloser Address] ("Client/Discloser"),

and

[Contractor/Recipient Name], residing at [Contractor/Recipient Address] ("Contractor/Recipient").

RECITALS

Client/Discloser desires to disclose certain confidential information to Contractor/Recipient for the purpose of [Description of Purpose]. Contractor/Recipient is willing to receive such information under the terms and conditions set forth in this Agreement.

AGREEMENT

1. Independent Contractor Status

Option A: Contractor/Recipient is an independent contractor, and nothing in this Agreement shall be construed to create an employment, partnership, or agency relationship between Client/Discloser and Contractor/Recipient.

Option B: It is understood and agreed that Contractor/Recipient is performing services as an independent contractor within the meaning of Nebraska labor and employment statutes, and is solely responsible for all tax obligations associated with payments received under this agreement.

2. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Client/Discloser to Contractor/Recipient, whether orally, in writing, electronically, or by any other means, that relates to Client/Discloser’s past, present, or future business activities, including but not limited to: proprietary business strategies, financial statements, trade secrets, customer and vendor data, product designs, source code, marketing plans, operational protocols, including without limitation [List Specific Examples Relevant to the Contractor's Role].

Option B: Confidential Information also includes any information derived by Contractor/Recipient from such information and any analyses, compilations, studies, or other documents or devices that contain or are based upon such information.

3. Exclusions from Confidential Information

Option A: 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/Recipient;
• was known to Contractor/Recipient prior to its disclosure by Client/Discloser, as evidenced by Contractor/Recipient's written records;
• is rightfully received by Contractor/Recipient from a third party who is not under any obligation of confidentiality to Client/Discloser;
• is independently developed by Contractor/Recipient without use of or reference to the Client/Discloser's Confidential Information; or
• is required to be disclosed by law or court order, provided that Contractor/Recipient gives Client/Discloser prompt written notice of such requirement and reasonably cooperates with Client/Discloser in seeking a protective order or other appropriate relief.

Option B: The Contractor/Recipient shall comply with any applicable Nebraska laws regarding confidentiality and privilege in the event of a legal process compelling disclosure of information.

4. Permitted Use

Option A: Contractor/Recipient shall use the Confidential Information solely for the purpose of performing the services described in the [Statement of Work/Contract Number] and shall not use it for any other purpose whatsoever.

Option B: Contractor/Recipient shall not disclose Confidential Information to any third party without the prior written consent of Client/Discloser. Contractor/Recipient shall not use Confidential Information for personal gain or to the detriment of Client/Discloser.

5. Standard of Care

Option A: Contractor/Recipient shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a commercially reasonable standard of care.

Option B: Contractor/Recipient shall implement and maintain appropriate security measures, including secure recordkeeping, encryption, password protection for electronic files, and limited physical access, to prevent unauthorized access to or disclosure of the Confidential Information.

Option C: (If Applicable) Contractor/Recipient shall comply with all applicable industry-specific Nebraska regulations regarding the protection of confidential information, including but not limited to [List Specific Regulations, e.g., HIPAA, GLBA, specific Nebraska statutes related to agriculture or finance].

6. Confidentiality Obligation Period

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the [Statement of Work/Contract Number] and for a period of [Number] years after its termination.

Option B: The obligations of confidentiality under this Agreement shall continue indefinitely with respect to Confidential Information that constitutes a trade secret under the Nebraska Uniform Trade Secrets Act.

7. Return or Destruction of Confidential Information

Option A: Upon termination of the [Statement of Work/Contract Number] or upon Client/Discloser's request, Contractor/Recipient shall promptly return to Client/Discloser all Confidential Information in its possession or control, including all copies, extracts, and other reproductions thereof.

Option B: Alternatively, upon Client/Discloser's request, Contractor/Recipient shall destroy all Confidential Information in its possession or control and certify in writing to Client/Discloser that such destruction has been completed.

8. Notification of Breach

Option A: Contractor/Recipient shall immediately notify Client/Discloser upon becoming aware of any actual or suspected breach of this Agreement or any unauthorized disclosure or use of the Confidential Information.

Option B: Contractor/Recipient shall cooperate fully with Client/Discloser in any investigation, mitigation, and remediation efforts relating to such breach or unauthorized disclosure.

9. Consequences of Breach

Option A: Contractor/Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Client/Discloser for which monetary damages may be inadequate. In the event of a breach or threatened breach of this Agreement, Client/Discloser shall be entitled to seek injunctive relief without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

Option B: Contractor/Recipient shall be liable for all actual and consequential damages resulting from any breach of this Agreement.

Option C: (If Applicable and Permissible Under Nebraska Law) In the event of a breach of this Agreement, Contractor/Recipient shall pay Client/Discloser liquidated damages in the amount of [Dollar Amount], and shall be responsible for Client/Discloser’s attorney’s fees and court costs in connection with enforcing this Agreement.

10. Non-Solicitation/Non-Use (Optional - Tailor Carefully to Nebraska Law)

Option A: During the term of the [Statement of Work/Contract Number] and for a period of [Number] years after its termination, Contractor/Recipient shall not, directly or indirectly, solicit, induce, or encourage any employee, customer, or vendor of Client/Discloser to terminate their relationship with Client/Discloser. This clause is limited to a [Geographic Area] area.

Option B: Contractor/Recipient shall not use any Confidential Information to develop or market products or services that compete with the products or services offered by Client/Discloser.

Option C: (Ensure compliance with Nebraska's restrictions on restraints of trade). This section is intended to protect legitimate business interests and is reasonable in scope, duration, and geographic area.

11. Dispute Resolution

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 law principles.

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

Option C: The parties agree to attempt to resolve any dispute through mediation before initiating litigation.

12. Data Protection and Digital Information Safeguards

Option A: Contractor/Recipient shall comply with all applicable Nebraska data privacy and cybersecurity laws, including the Nebraska data breach notification law, Neb. Rev. Stat. §87-801 et seq.

Option B: (If Applicable) If Client/Discloser is subject to HIPAA, GLBA, or other federal or Nebraska-specific statutes, Contractor/Recipient shall comply with all applicable requirements of such statutes.

13. Ownership of Confidential Materials

Option A: All Confidential Information, including any work products or intellectual property created during the engagement, shall remain the sole and exclusive property of Client/Discloser.

Option B: Contractor/Recipient hereby assigns to Client/Discloser all right, title, and interest in and to any work products or intellectual property created during the engagement that incorporate or are based upon the Confidential Information.

14. Amendment

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

15. Nebraska Public Policy Exceptions

Option A: Nothing in this Agreement shall be construed to prevent Contractor/Recipient from reporting potential violations of law to appropriate authorities or from complying with a valid subpoena or other legal process.

16. Assignment and Successors

Option A: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Option B: Contractor/Recipient may not assign its rights or obligations under this Agreement without the prior written consent of Client/Discloser, which consent may be withheld in Client/Discloser’s sole discretion, in compliance with Nebraska law.

17. Severability

Option A: 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.

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

[Client/Discloser Name]

By: [Client/Discloser Signature]

Name: [Client/Discloser Printed Name]

Title: [Client/Discloser Title]

[Contractor/Recipient Name]

By: [Contractor/Recipient Signature]

Name: [Contractor/Recipient Printed Name]