Nevada consultant nda template

Nevada Consultant Nondisclosure Agreement

This Nevada Consultant Nondisclosure Agreement (the "Agreement") is made and effective as of this [Effective Date], by and between:

[Company Legal Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] and, if applicable, Nevada Business License Number [Nevada Business License Number] (the "Company"), and

[Consultant Legal Name], residing at [Consultant Address] and, if applicable, doing business as [Consultant DBA], and, if a legal entity, a [State of Incorporation] [Entity Type, e.g., LLC] with its principal place of business at [Consultant Business Address] and, if applicable, Nevada Business License Number [Nevada Business License Number] (the "Consultant").

Background and Recitals

The Company desires to engage the Consultant to provide certain consulting services described in [Description of Consulting Agreement, e.g., Consulting Agreement dated [Date]] (the “Consulting Agreement”). In connection with such engagement, the Company may disclose to the Consultant certain Confidential Information (as defined below) relating to the Company’s business. The parties agree that the protection of the Company’s Confidential Information is essential to the Company’s success.

Definition of Confidential Information

"Confidential Information" means any information disclosed by the Company to the Consultant, or which the Consultant may learn or observe in the course of providing consulting services, whether disclosed orally, in writing, electronically, or by any other means, including, but not limited to:

• Business plans, strategies, and forecasts
• Trade secrets, as defined in NRS 600A.030
• Financial information, including costs, profits, pricing, and sales data
• Project documentation, specifications, and reports
• Technical data, know-how, inventions, processes, designs, and formulas
• Methods, techniques, and procedures
• Business strategies, marketing plans, and advertising campaigns
• Client lists, customer data, and contact information
• Supplier lists and vendor information
• Proprietary software, source code, algorithms, and databases
• Creative materials, including artwork, designs, and prototypes
• Any information obtained during site visits or meetings
• Information relating to [Specific Project or Area]

Exclusions from Confidential Information

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

• Is already known to the Consultant prior to its disclosure by the Company, as evidenced by the Consultant’s written records.
• Is lawfully received by the Consultant from a third party who is not bound by any confidentiality obligation to the Company.
• Is independently developed by the Consultant without use of or reference to the Company’s Confidential Information, as evidenced by the Consultant’s written records.
• Is or becomes generally available to the public other than as a result of a disclosure by the Consultant in violation of this Agreement.
• Is required to be disclosed by Nevada law, court order, or governmental regulation.
  • Option A: The Consultant shall provide the Company with prompt written notice of such required disclosure to allow the Company to seek a protective order or other appropriate remedy.
  • Option B: The Consultant shall disclose only such information as is legally required and shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the information so disclosed.

Purpose of Use

The Consultant shall use the Confidential Information solely for the purpose of performing the consulting services described in the Consulting Agreement (the "Purpose").

• Option A: The Consultant shall not use the Confidential Information for any other purpose, including, without limitation, any personal use, reverse engineering, competitive use, or disclosure to any third party.
• Option B: The Consultant shall not use the Confidential Information for any other purpose, including, without limitation, any personal use, reverse engineering, or competitive use. The Consultant may only disclose Confidential Information to those of its employees, agents, or subcontractors who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Safeguards

The Consultant shall take all reasonable precautions to protect the Confidential Information from unauthorized disclosure or use, including, but not limited to:

• Storing Confidential Information in a secure location, both physically and electronically.
• Implementing appropriate security measures to protect electronic data, including password protection, encryption, and firewalls.
• Restricting access to Confidential Information to only those individuals who have a need to know such information for the Purpose.
• Requiring all employees, agents, or subcontractors who have access to Confidential Information to sign confidentiality agreements at least as restrictive as those contained herein.
• Complying with all applicable Nevada data protection laws and regulations.
• Immediately notifying Company upon discovery of a breach.

Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue during the term of the Consulting Agreement and for a period of [Number] years thereafter.

• Option A: The confidentiality obligations with respect to any information that constitutes a trade secret under Nevada law (NRS 600A.030) shall continue for as long as such information remains a trade secret.
• Option B: The confidentiality obligations with respect to any information that constitutes a trade secret under Nevada law (NRS 600A.030) shall continue perpetually.

Return or Destruction of Confidential Information

Upon the completion or termination of the Consulting Agreement, or at any time upon the Company’s request, the Consultant shall immediately return to the Company all Confidential Information, including all copies, notes, and summaries thereof, or, at the Company’s option, destroy such Confidential Information and provide the Company with written certification of such destruction.

Notice of Unauthorized Disclosure

The Consultant shall promptly notify the Company in writing upon becoming aware of any unauthorized access, use, or disclosure of the Confidential Information, or any breach or suspected breach of this Agreement, and shall cooperate fully with the Company in any investigation or legal action relating to such unauthorized access, use, or disclosure.

No Copying or Reverse Engineering

The Consultant shall not copy, reproduce, reverse engineer, or attempt to discover the underlying code, structure, or ideas of any Confidential Information, including, without limitation, any software, algorithms, or databases. The Consultant shall not commercialize any Confidential Information divulged during the contract.

Non-Competition and Non-Solicitation

• Option A (No Restriction): Nothing in this Agreement shall prevent the Consultant from working with other clients or engaging in any business activity.
• Option B (Limited Restriction - Careful consideration required to comply with NRS 613.195): For a period of [Number] months following the termination of the Consulting Agreement, the Consultant shall not, directly or indirectly, solicit or attempt to solicit any employee or customer of the Company for any business that is competitive with the Company’s business in [Geographic Area]. The Consultant shall not engage in direct competition in [Specific Field] with the Company.
• Option C: (Non-Solicitation Only): For a period of [Number] months following the termination of the Consulting Agreement, the Consultant shall not, directly or indirectly, solicit or attempt to solicit any employee or customer of the Company for any business.

Remedies

The Company shall be entitled to all available remedies at law or in equity for any breach of this Agreement by the Consultant, including, without limitation:

• Injunctive relief to prevent further disclosure or use of the Confidential Information.
• Specific performance to compel the Consultant to comply with the terms of this Agreement.
• Actual and consequential damages, including lost profits.
• Attorney’s fees and costs.
• Liquidated damages in the amount of [Dollar Amount] (if reasonable and not punitive under Nevada law).
• Protection under the Nevada Uniform Trade Secrets Act.

Dispute Resolution and Governing Law

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

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to binding arbitration in [City, Nevada] in accordance with the rules of the American Arbitration Association.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Nevada]. If mediation is unsuccessful, either party may bring an action in the state or federal courts located in [City, Nevada].

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. Facsimile and electronic signatures shall be deemed equivalent to original signatures for all purposes. This Agreement complies with Nevada Statutes regarding electronic signatures and contract validity (NRS Chapter 719).

No Employment Relationship

Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between the Company and the Consultant. The Consultant is an independent contractor.

Representations and Warranties

The Consultant represents and warrants to the Company that:

• The Consultant has the legal capacity to enter into this Agreement.
• The Consultant is not subject to any prior conflicting obligations that would prevent the Consultant from fulfilling its obligations under this Agreement.
• The Consultant has read and understands the terms of this Agreement and acknowledges its obligations to protect the Company’s Confidential Information under Nevada law.

Amendments

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

Severability

If any provision of this Agreement is held to be invalid or unenforceable under Nevada law, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Assignment

The Consultant may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Company.

Sensitive Sectors

[Optional clause for sensitive sectors such as healthcare, gaming, or financial consulting. Remove or add as needed]

• Option A (Healthcare): The Consultant acknowledges that it may have access to Protected Health Information (PHI) as defined by HIPAA and agrees to comply with all applicable HIPAA regulations.
• Option B (Gaming): The Consultant acknowledges Nevada Gaming Regulations and will act accordingly to maintain compliance.

Nevada Data Privacy and Consumer Protection Laws

Each party acknowledges their obligations under Nevada data privacy and consumer protection laws. [Optional clause: The Company reserves the right to conduct periodic audits to verify compliance.]

Whistleblower Protection

Nothing in this Agreement shall be construed to prevent the Consultant from making good faith disclosures to report violations of Nevada law, consistent with applicable Nevada statutory whistleblower protections.

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

[Company Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Consultant Legal Name]

By: [Consultant Name]

Title: [Consultant Title, if applicable]