New Hampshire consultant nda template

New Hampshire Consultant Non-Disclosure Agreement

This New Hampshire Consultant Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

[Company Name], a [Legal Status, e.g., New Hampshire corporation] with its principal place of business at [Company Address] (“Discloser”), and

[Consultant Name], residing at [Consultant Address] (“Recipient”).

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally or in writing, electronically or otherwise, including, but not limited to: data, documentation, business strategies, trade secrets as defined under New Hampshire’s Uniform Trade Secrets Act (NH RSA 350-B), proprietary technology, source code, software, business processes, nonpublic financial information, client and vendor details, pricing, marketing plans, project deliverables, and any information shared verbally or in writing during the consulting relationship, including consultant-generated materials incorporating such data.

Option B: "Confidential Information" means any and all information designated as confidential by the Discloser, whether orally or in writing, before, during, or after the term of this Agreement. This includes, but is not limited to, trade secrets as defined under NH RSA 350-B, proprietary information, know-how, technical data, business plans, customer lists, financial information, and marketing strategies.

2. Exclusions from Confidential Information

Option A: Confidential Information does not include information that:

Is or becomes generally available to the public other than as a result of a disclosure by Recipient.

Was known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's written records.

Is rightfully received by Recipient from a third party without any obligation of confidentiality.

Is required to be disclosed by law or court order, provided that Recipient gives Discloser prompt written notice of such requirement, to allow Discloser to seek a protective order or other appropriate remedy (in New Hampshire), and Recipient reasonably cooperates with Discloser in such efforts.

Option B: This agreement shall not apply to data:

Which the Recipient can demonstrate was already in their possession prior to receiving it from the Discloser.

Which is independently developed by the Recipient.

Which becomes publicly available other than through a breach of this agreement by the Recipient.

Required by law to be disclosed, after reasonable prior notice to the Discloser.

3. Obligations of Recipient

Option A: Recipient agrees to use the Confidential Information solely for the purpose of [Define Consulting/Service Scope]. Recipient shall not use the Confidential Information for any other purpose, including but not limited to reverse engineering, creating derivative works, competitive analysis, sale, or disclosure to any third party, including subcontractors or affiliates, without the Discloser's prior written consent.

Option B: The Recipient must:

Protect the information from unauthorized use.

Limit disclosure of the data to only those who have a need to know it.

Not use the information for personal gain.

Follow the industry's best practices for safeguarding confidential information.

4. Security Measures

Option A: Recipient shall implement reasonable administrative, technical, and physical safeguards meeting industry best practices and any New Hampshire or federally applicable standards for protecting trade secrets and personal data (e.g., NH RSA 359-C for personal information if relevant). This includes, but is not limited to, secure storage, restriction of physical and electronic access, secure electronic transmission, monitoring of permitted personnel, and tracking of any copies or derivatives of Confidential Materials.

Option B: The Recipient is required to:

Maintain secure servers.

Use password protection.

Keep physical and electronic records safe.

Monitor employees who have access to the information.

5. Notification of Unauthorized Disclosure

Option A: Recipient shall immediately notify Discloser in writing of any actual or suspected unauthorized use, disclosure, data breach, or loss of Confidential Information. Recipient shall actively cooperate in minimizing impact and remediating harm in accordance with any applicable New Hampshire data breach notification laws.

Option B: In the event of any breach or unauthorized use of the confidential information the Recipient shall:

Immediately notify the Discloser in writing.

Assist in any investigation of the breach.

Take steps to prevent future unauthorized uses.

6. Term

Option A: The obligations of confidentiality under this Agreement shall continue for the duration of the consulting engagement and for [Number] years thereafter. Trade secrets shall remain confidential for as long as they qualify as trade secrets under New Hampshire law.

Option B: This agreement will begin on the start date above and remain in effect for:

Option 1: The length of the consultation.

Option 2: [Number] years after the end of the consultation.

Option 3: Indefinitely for all Trade Secret information.

7. Return of Confidential Information

Option A: Upon the expiration or termination of this Agreement, or upon Discloser's written request, Recipient shall promptly return or destroy all physical and electronic Confidential Materials, Recipient work product, and all derivative works, and shall certify such return or destruction in writing.

Option B: Upon the end of this agreement, the Recipient will:

Return all confidential information.

Destroy all copies of confidential data.

Provide written certification that all materials have been returned or destroyed.

8. Remedies

Option A: Discloser shall be entitled to all available legal and equitable remedies for any breach of this Agreement by Recipient, including monetary damages, reimbursement of reasonable attorney’s fees, injunctive relief in New Hampshire courts (with acknowledgment by Recipient that monetary damages may be insufficient), and any additional equitable relief.

Option B: For any violation of this agreement the Discloser may seek:

Monetary damages.

Injunctive relief.

Reimbursement of legal fees.

9. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation. If the dispute cannot be resolved through negotiation, the parties agree to first attempt to resolve the dispute through mediation in New Hampshire. If mediation is unsuccessful, the dispute shall be resolved through arbitration or litigation under the exclusive jurisdiction and venue of the state or federal courts located in New Hampshire, under the laws of the State of New Hampshire.

Option B: All disputes will be resolved according to the following procedure:

Negotiation.

Mediation in [City, New Hampshire].

Arbitration or litigation in New Hampshire courts.

10. Consultant-Specific Scenarios

Option A:

Recipient acknowledges that they may have temporary or project-based access to sensitive data. Recipient shall obtain prior written approval before using subcontractors or agents and ensure they adhere to confidentiality commitments equal to or stricter than those outlined herein. Recipient is prohibited from using or disclosing Confidential Information for personal benefit or for future third-party engagements. Recipient acknowledges their non-employment status vis-à-vis the Discloser.

The consultant is not an employee of the company.

Any subcontractors must agree to this NDA.

Consultant cannot use the data for their own personal gain.

11. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to its conflict of laws principles. The parties agree that 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 New Hampshire.

12. Miscellaneous

Option A:

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

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

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

Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

This is the entire agreement between parties.

New Hampshire law applies.

13. Representations

Option A: Recipient represents that they are not restricted by any prior agreements from entering into this Agreement and have disclosed any potential conflicts of interest or pre-existing confidentiality obligations to the Discloser.

Option B: The Recipient warrants:

That they are able to enter into this agreement legally.

They have no other prior agreements that conflict with this one.

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

[Company Name]

By: [Name]

Title: [Title]

[Consultant Name]

Signature: _________________________

Date: _________________________