New Hampshire independent contractor nda template

New Hampshire Independent Contractor Non-Disclosure Agreement (NDA)

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

[Company Name], a [State] [Business Entity Type, e.g., Corporation] with its principal place of business at [Company Address] (“Company”), and Federal Tax ID Number [Company Tax ID].

and

[Contractor Name], an independent contractor residing at [Contractor Address] (“Contractor”), and Federal Tax ID Number [Contractor Tax ID, if applicable].

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Company to Contractor, whether orally, in writing, electronically, visually, or by any other means, that relates to Company’s business, including, but not limited to:

• Proprietary business methods
• Client and vendor lists
• Technical data
• Source code
• Pricing models
• Business strategies
• Project details
• Marketing plans
• Employee information
• Financial records

Option B: “Confidential Information” includes all non-public information relating to the Company’s [Specific Industry] industry, including [list specific examples relevant to the industry, e.g., for healthcare: patient data, clinical trial results, etc.].

2. 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;
• Was already known to Contractor prior to its disclosure by Company;
• Is lawfully received from a third party without restriction on disclosure; or
• Is required to be disclosed by law or court order, provided that Contractor gives Company prompt written notice of such required disclosure to allow Company to seek a protective order or other appropriate remedy.

Option B: Information independently developed by the Contractor without reference to the Company's confidential information is also excluded.

3. Use and Disclosure Restrictions

Option A: Contractor shall use the Confidential Information solely for the purpose of performing the services outlined in the [Underlying Agreement Name or Description] and shall not disclose the Confidential Information to any third party without the prior written consent of Company.

Option B: Contractor shall not use the Confidential Information for personal gain, competitive purposes, or any purpose other than the direct benefit of Company.

4. Safeguarding Confidential Information

Option A: Contractor shall take all reasonable measures to protect the confidentiality of the Confidential Information, including, but not limited to:

• Limiting access to authorized personnel only;
• Using password protection and secure storage;
• Managing electronic transmissions securely; and
• Properly destroying electronic and physical copies when no longer needed.

Option B: Contractor agrees to implement commercially reasonable security measures consistent with industry standards in New Hampshire.

5. Term and Termination

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

Option B: The obligation to protect trade secrets, as defined under New Hampshire RSA 350-B, shall continue indefinitely.

6. Return of Confidential Information

Option A: Upon termination of the [Underlying Agreement Name or Description], or at Company’s request, Contractor shall promptly return all Confidential Information, including all copies, notes, and derived works, to Company or certify its destruction in writing.

Option B: Contractor shall provide written confirmation of compliance with this section within [Number] days of termination.

7. Notice of Breach

Option A: Contractor shall immediately notify Company in writing upon becoming aware of any breach or threatened breach of this Agreement, or any unauthorized use or disclosure of the Confidential Information.

Option B: Contractor shall cooperate fully with Company in any investigation, mitigation, or legal action related to such breach.

8. Remedies for Breach

Option A: Company shall be entitled to seek injunctive relief, specific performance, and reimbursement for all damages, including reasonable attorneys’ fees, resulting from any breach of this Agreement.

Option B: In the event of a breach, Contractor agrees to pay liquidated damages of [Dollar Amount], acknowledging that actual damages would be difficult to quantify.

9. Governing Law and Venue

Option A: 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.

Option B: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in [County Name], New Hampshire.

10. Dispute Resolution

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

Option B: If negotiation fails, the parties agree to submit the dispute to mediation in [City Name], New Hampshire, before resorting to litigation.

11. Independent Contractor Status

Option A: Contractor is an independent contractor and not an employee or agent of Company. Nothing in this Agreement shall be construed to create an employer-employee relationship.

Option B: Company will not be liable for withholding taxes or other payroll deductions on behalf of the Contractor.

12. Data Privacy and Security

Option A: Contractor shall comply with all applicable New Hampshire data privacy and security statutes, including, but not limited to, RSA 359-C:19–21.

Option B: If Contractor handles protected health information, Contractor shall comply with the Health Insurance Portability and Accountability Act (HIPAA).

13. No Implied License

Option A: No license or any other right is granted to Contractor with respect to the Confidential Information, except as expressly set forth in this Agreement.

Option B: All Confidential Information shall remain the exclusive property of Company.

14. Subcontractors

Option A: If Contractor engages any subcontractors or consultants, Contractor shall ensure that such subcontractors or consultants agree in writing to be bound by confidentiality obligations at least as strict as those contained in this Agreement.

Option B: Contractor shall be responsible for any breach of this Agreement by its subcontractors or consultants.

15. Severability

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

Option B: The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

16. Amendment

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

Option B: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

17. Entire Agreement

Option A: 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.

Option B: There are no other agreements, representations, or warranties between the parties relating to the subject matter of this Agreement except as expressly set forth herein.

18. Counterparts

Option A: 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.

Option B: Electronic signatures shall be valid and binding under the New Hampshire Uniform Electronic Transactions Act.

19. Notices

Option A: 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, or sent by overnight courier to the addresses set forth above.

Option B: Email notification is considered valid, provided receipt is acknowledged by the receiving party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Company Name]

By: [Authorized Representative Name]

Title: [Title]

[Contractor Name]

Signature: [Signature]