Nevada independent contractor nda template

Nevada Independent Contractor Non-Disclosure Agreement

This Nevada Independent Contractor Non-Disclosure Agreement ("Agreement") is made and entered into as of [Date], by and between:

[Company Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Company Address], hereinafter referred to as "Company,"

and

[Contractor Name], residing at [Contractor Address], and if applicable, doing business as [Contractor Business Name], hereinafter referred to as "Contractor."

1. Relationship of Parties

Contractor is an independent contractor of Company. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. This NDA relates solely to Contractor's performance of services for Company.

2. Definition of Confidential Information

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

• Trade secrets as defined by NRS 600A
• Proprietary processes
• Client/customer data
• Supplier and vendor details
• Pricing and marketing strategies
• Business plans
• Research and development data
• Technical documentation
• Financial information
• Intellectual property
• Software/code
• Unpublished inventions
• Any non-public materials

3. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was already known to Contractor prior to its disclosure by Company, as evidenced by Contractor’s written records.
• Was independently developed by Contractor without use of or reference to Company’s Confidential Information, as evidenced by Contractor's written records.
• Is or becomes generally available to the public through no fault of Contractor.
• Is lawfully received by Contractor from a third party who is not under an obligation of confidentiality to Company.
• Is required to be disclosed by law, regulation, court order, or subpoena, provided that Contractor:
  • Notifies Company promptly upon receiving such order or request, unless legally prohibited from doing so.
  • Cooperates with Company in seeking a protective order or other appropriate remedy to prevent or limit disclosure.

4. Permitted Use of Confidential Information

Contractor shall use the Confidential Information solely for the purpose of performing the services as described in the Independent Contractor Agreement between Contractor and Company.

• Option A: Contractor shall not use the Confidential Information for any other purpose, including, but not limited to, personal gain, outside business interests, or for the benefit of any competitor of Company.
• Option B: Contractor may use the Confidential Information solely as required for the specific tasks outlined in Exhibit A attached to this agreement.

5. Non-Disclosure Obligation

Contractor shall not disclose, sell, publish, or otherwise distribute the Confidential Information to any third party, including subcontractors or affiliates, without the prior written consent of Company.

6. Security Protocols

Contractor shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including:

• Physical safeguards:
  • Restricting access to physical locations where Confidential Information is stored.
  • Implementing secure document storage and disposal procedures.
• Electronic safeguards:
  • Using password protection and encryption for electronic storage and transmission of Confidential Information.
  • Maintaining up-to-date antivirus software and firewalls.
• Procedural safeguards:
  • Limiting access to Confidential Information to employees and contractors on a "need-to-know" basis.
  • Providing training to employees and contractors on confidentiality obligations.

7. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue:

• Option A: During the term of the Independent Contractor Agreement and for a period of [Number] years following its termination.
• Option B: Indefinitely, with respect to any Confidential Information that constitutes a trade secret under Nevada law (NRS 600A). As long as the information retains its confidential status under NRS 600A.

8. Return of Confidential Information

Upon termination of the Independent Contractor Agreement, completion of services, or upon Company's written request, Contractor shall promptly return to Company, or at Company's option, destroy, all Confidential Information in Contractor's possession or control, including all copies, extracts, and derivatives thereof, in both tangible and electronic form. Contractor shall certify in writing to Company that such return or destruction has been completed.

9. Notification of Unauthorized Disclosure

Contractor shall immediately notify Company in writing upon becoming aware of any unauthorized disclosure, breach, loss, or suspected compromise of Confidential Information. Contractor shall cooperate fully with Company in any investigation and remedial efforts related to such unauthorized disclosure.

10. Remedies for Breach

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

• Injunctive relief to prevent further unauthorized disclosure or use.
• Recovery of actual damages sustained by Company as a result of the breach.
• Punitive damages, where appropriate under Nevada law.
• Equitable relief for trade secret misappropriation under NRS 600A.

11. Intellectual Property

Nothing in this Agreement shall be construed as granting Contractor any ownership rights or license in or to the Confidential Information. All such rights shall remain exclusively with Company. If applicable, address Nevada-specific work-for-hire and invention assignment considerations for contractors.

12. Disclosure Required by Law

Nothing in this Agreement shall prevent Contractor from disclosing Confidential Information to the extent required by law, regulation, or court order, provided that Contractor:

• Notifies Company promptly upon receiving such order or request, unless legally prohibited from doing so.
• Cooperates with Company in seeking a protective order or other appropriate remedy to prevent or limit disclosure.

13. Governing Law and Jurisdiction

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. The exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Nevada.

14. Severability

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

15. Amendment

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

16. 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 deemed valid and binding. Both parties acknowledge that they have had adequate opportunity to review this Agreement, consult with legal counsel, and freely consent to its terms.

17. Agents, Representatives, and Subcontractors

Contractor is responsible for ensuring that any agents, representatives, or subcontractors to whom Confidential Information is disclosed must sign a directly binding written confidentiality agreement containing materially similar terms to this agreement.

18. No Waiver

No failure or delay by Company in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

19. Additional Terms

[Insert any additional terms required by the unique scope of work, business context, or sector.]

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

[Company Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

[Contractor Name]

Signature:

Date: