New Jersey consultant nda template

New Jersey Consultant Nondisclosure Agreement

This New Jersey Consultant Nondisclosure Agreement ("Agreement") is made and entered into as of this [Date] by and between:

[Company Name], a [State of Incorporation] corporation with its principal place of business at [Company Address], and its contact information: phone [Company Phone Number], email [Company Email Address], hereinafter referred to as "Company";

and

[Consultant Name], residing at [Consultant Address], and its contact information: phone [Consultant Phone Number], email [Consultant Email Address], hereinafter referred to as "Consultant." If Consultant is an entity, indicate the entity type: [Consultant Entity Type, e.g., LLC, Corp], formed in [State of Formation].

WHEREAS, Company possesses certain confidential information; and

WHEREAS, Company desires to disclose such confidential information to Consultant for the limited purpose of [Description of Consulting Services]; and

WHEREAS, Consultant is willing to receive and protect such confidential information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by Company to Consultant, whether orally, in writing, electronically, visually, or otherwise, relating to Company’s business, including, but not limited to:

• Business strategies, including strategic plans and market analysis.
• Trade secrets, as defined under the New Jersey Trade Secrets Act (N.J.S.A. 56:15-1 et seq.).
• Technical data, designs, formulas, specifications, prototypes, and inventions.
• Proprietary processes, methods, and know-how.
• Software code, algorithms, and databases.
• Research findings and experimental results.
• Financial records, budgets, forecasts, and investment information.
• Marketing and business development plans, advertising strategies, and promotional materials.
• Pricing, cost data, and sales volumes.
• Contracts, agreements, and licenses.
• Supplier and customer lists, contact information, and sales data.
• Personal data of employees, business partners, or end users, in accordance with New Jersey’s data privacy statutes.
• All project deliverables and work product created or developed during the consulting engagement.
• Any other information that Company identifies as confidential.

2. Exclusions from Confidential Information

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

• Is or becomes publicly available through no fault of Consultant.
• Is already in Consultant's lawful possession prior to its disclosure by Company, as evidenced by Consultant’s written records.
• Is independently developed by Consultant without reference to the Confidential Information, as evidenced by Consultant’s written records.
• Is lawfully received by Consultant from a third party who is not under any obligation of confidentiality to Company.
• Is required to be disclosed by law, subpoena, or court order; provided, however, that Consultant shall:
  • Option A: Promptly notify Company of such requirement prior to disclosure.
  • Option B: Provide Company with reasonable assistance in seeking a protective order or other appropriate remedy.

3. Permitted Use

Consultant shall use the Confidential Information solely for the purpose of performing the consulting services as described in the Statement of Work attached hereto as Exhibit A [If applicable, insert: "and incorporated herein"].

• Option A: Consultant shall not use the Confidential Information for any other purpose, including, but not limited to, personal benefit or competition with Company.
• Option B: Consultant shall not disclose the Confidential Information to any third party without Company's prior written consent.

4. Consultant's Obligations

Consultant agrees to protect the confidentiality of the Confidential Information with the same degree of care that Consultant uses to protect its own confidential information, but in no event less than:

• Option A: Reasonable care.
• Option B: Best industry standard care.

Consultant shall:

• Maintain the Confidential Information in a secure location.
• Limit access to the Confidential Information to those employees or agents of Consultant who have a need to know for the Permitted Use and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• Not copy, reproduce, or otherwise duplicate the Confidential Information without Company's prior written consent, except as reasonably necessary for the Permitted Use.
• Securely handle, store, and transmit the Confidential Information, including the use of encryption for electronic transmission.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect:

• Option A: For the duration of the consulting engagement described in Exhibit A, and for a period of [Number] years thereafter.
• Option B: Until terminated by either party upon [Number] days written notice to the other party.
• Option C: With respect to trade secrets, as long as such information qualifies as a trade secret under New Jersey law.

6. Return of Confidential Information

Upon Company's written request, or upon termination of this Agreement, Consultant shall:

• Option A: Promptly return to Company all Confidential Information in Consultant's possession or control, including all copies and derivatives thereof.
• Option B: Destroy all Confidential Information in Consultant's possession or control and certify such destruction in writing to Company.

7. Data Breach Notification

In the event of any actual or suspected data breach, unauthorized access, disclosure, or loss of Confidential Information, Consultant shall:

• Immediately notify Company in writing, but in no event later than [Number] hours after discovery, in compliance with the New Jersey Identity Theft Prevention Act (N.J.S.A. 56:8-161 et seq.).
• Cooperate fully with Company in investigating and remediating such breach.
• Take all necessary steps to mitigate the damage caused by such breach.

8. Remedies

Company shall be entitled to:

• Seek injunctive relief in the courts of New Jersey to prevent any actual or threatened breach of this Agreement by Consultant.
• Recover monetary damages, including attorneys' fees and costs, incurred by Company as a result of any breach of this Agreement by Consultant.
• All other legal and equitable remedies available under New Jersey law.

9. Indemnification

Consultant shall indemnify and hold Company harmless from and against any and all losses, damages, claims, liabilities, and expenses (including attorneys' fees) arising out of or relating to any breach of this Agreement by Consultant.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall submit the dispute to mediation in [City, State], utilizing a mediator mutually agreed upon.
• If mediation fails, the parties may submit the dispute to binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.
• This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the appropriate state or federal court located in [County, New Jersey].

11. Independent Contractor

It is understood and agreed that Consultant is an independent contractor and not an employee, agent, partner, or joint venturer of Company. Nothing in this Agreement shall be construed to create an employment relationship between Company and Consultant. Consultant acknowledges that they may have multiple clients.

• Option A: This agreement does not contain any post-employment non-competition or non-solicitation provisions.
• Option B: To the extent any non-competition or non-solicitation provisions exist in a separate agreement, Consultant acknowledges that they have reviewed such provisions with legal counsel and understand their scope and enforceability under New Jersey law.

12. Compliance with Laws

Consultant shall comply with all applicable federal, state, and local laws and regulations, including:

• If applicable, HIPAA regulations. [If applicable, include specific provisions regarding compliance.]
• If applicable, FINRA regulations. [If applicable, include specific provisions regarding compliance.]
• New Jersey's privacy and data protection statutes.
• The New Jersey Conscientious Employee Protection Act (CEPA), regarding whistleblower protections.

13. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when:

• Delivered personally.
• Sent by certified mail, return receipt requested.
• Sent by reputable overnight courier service, to the addresses set forth above or to such other address as either party may designate in writing to the other.
• Notice shall be considered effective [Number] days after mailing or [Number] hours after confirmed electronic transmission.

14. Waiver and Amendment

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. No amendment of this Agreement shall be effective unless in writing and signed by both parties.

15. Open Public Records Act

Consultant acknowledges that if Company is a public entity, disclosure of information under New Jersey’s Open Public Records Act may be required and does not constitute a breach of this Agreement.

16. Government Contracts (If Applicable)

If the consulting services pertain to government contracts, Consultant shall comply with all applicable state law disclosures and compliance certifications as required under New Jersey contract law. [Insert specific required disclosures or certifications.]

17. Survival

Sections [List sections, e.g., 1, 4, 6, 7, 8, 9] of this Agreement shall survive termination of this Agreement.

18. Binding Effect

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

• Option A: Consultant may not assign this agreement without the prior written consent of the Company.
• Option B: Company may assign this agreement to an affiliated entity.

19. Severability

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.

20. Entire Agreement

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.

21. Counterparts

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.

22. Acknowledgment

Consultant acknowledges that Consultant has read this Agreement, understands its terms and conditions, and has had the opportunity to seek legal advice prior to signing it.

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]

Date: [Date]

[Consultant Name]

By: [Authorized Representative Name (if applicable)]

Title: [Authorized Representative Title (if applicable)]

Date: [Date]