New Jersey independent contractor nda template

New Jersey Independent Contractor Non-Disclosure Agreement (NDA)

This New Jersey Independent Contractor Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between [Company Name], a [State] [Entity Type] with its principal place of business at [Company Address] ("Disclosing Party"), and [Contractor Name], residing at [Contractor Address] ("Receiving Party").

The Disclosing Party and Receiving Party are each referred to herein as a "Party" and collectively as the "Parties."

Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to: proprietary business methods, pricing structures, project deliverables, client lists, vendor information, marketing strategies, financial records, technical data, software code, inventions, new product plans, non-public intellectual property, and any oral, written, visual, electronic, or other forms of disclosure explicitly marked or reasonably understood as confidential within the scope of this New Jersey business engagement.

Option B: "Confidential Information" means specific information pertaining to [Describe specific information].

Option C: Confidential Information includes the Disclosing Party's trade secrets as defined under the New Jersey Trade Secrets Act (N.J.S.A. 56:15-1 et seq.).

Exclusions from Confidential Information

Information that is or becomes publicly available through no fault of Receiving Party.

Information that was known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party's written records.

Information lawfully received by Receiving Party from a third party who is not bound by any obligation of confidentiality.

Information required to be disclosed by law, regulation, court order, or subpoena, provided that Receiving Party gives Disclosing Party reasonable prior written notice of such required disclosure to allow Disclosing Party to seek a protective order or other appropriate remedy (to the extent legally permissible).

Permitted Use of Confidential Information

Receiving Party shall use the Confidential Information solely for the purpose of performing the services outlined in the Independent Contractor Agreement dated [Date of Contractor Agreement].

Receiving Party shall not use the Confidential Information for any other purpose, including without limitation, reverse engineering, personal benefit, or disclosure to any third party without the Disclosing Party's prior written consent.

Obligations of Receiving Party

Receiving Party shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of similar nature, but no less than reasonable care. Such care will include, but not be limited to: maintaining reasonable physical, administrative, and technological security measures, access restrictions, password protocols, and, if applicable, encryption requirements for electronic data.

Receiving Party shall promptly notify Disclosing Party of any actual or suspected unauthorized use or disclosure of the Confidential Information.

Receiving Party shall comply with New Jersey’s data breach notification statute (N.J.S.A. 56:8-161 et seq.) regarding any unauthorized disclosure, data breach, or loss, with obligatory cooperation in containing, remedying, and investigating the incident, including timelines for notification and Receiving Party’s liability for notification costs.

Receiving Party shall not make any copies of the Confidential Information except as necessary for the Permitted Use. Shadow copying and retaining unnecessary materials after project completion are strictly prohibited.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue for the duration of the Independent Contractor Agreement.

The obligations of confidentiality under this Agreement shall survive termination of the Independent Contractor Agreement for a period of [Number] years.

Option A: …or perpetually for trade secrets protected under the New Jersey Trade Secrets Act (N.J.S.A. 56:15-1 et seq.).

Return of Confidential Information

Upon termination of the Independent Contractor Agreement or at any time upon Disclosing Party's written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies thereof, or, at Disclosing Party's option, certify in writing its destruction. This includes all materials, records, and copies in any medium (including email, digital storage, and physical formats).

Remedies for Breach

Receiving Party acknowledges that unauthorized use or disclosure of the Confidential Information may cause irreparable harm to Disclosing Party, for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

Receiving Party shall indemnify and hold harmless Disclosing Party from any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by Receiving Party.

Disclosing party is entitled to all remedies available under New Jersey law.

Intellectual Property

Receiving Party acknowledges that all right, title, and interest in and to the Confidential Information, including all intellectual property rights, shall remain the sole and exclusive property of Disclosing Party. No transfer of ownership or grant of license is made by virtue of disclosure.

Any work product or intellectual property developed using Confidential Information remains the property of the Disclosing Party unless otherwise agreed upon in writing.

Non-Circumvention/Non-Solicitation (Optional - Review Carefully for Reasonableness Under NJ Law)

During the term of the Independent Contractor Agreement and for a period of [Number] months/years thereafter, Receiving Party shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any employee or client of Disclosing Party to terminate their relationship with Disclosing Party. Receiving party will not circumvent Disclosing Party’s existing relationships with clients.

Independent Contractor Status

The Parties agree that Receiving Party is an independent contractor and not an employee, partner, joint venturer, or agent of Disclosing Party. Nothing in this Agreement shall be construed to create an employer-employee relationship between the Parties. Receiving Party is not entitled to any employee benefits or worker’s compensation under New Jersey employment law and explicitly preserves 1099 independent contractor status.

Governing Law and Venue

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.

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 [County Name] County, New Jersey, and the Parties hereby consent to the jurisdiction of such courts.

Dispute Resolution

The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement 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 [County Name] County, New Jersey, before resorting to litigation or arbitration.

Option A: Any unresolved dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

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. No oral agreements shall be binding.

Amendment

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

Assignment

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except in the case of a merger or sale of substantially all of the assets of a company. Such assignment shall be subject to New Jersey law.

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. The intention of the parties is to enforce this agreement to the fullest extent permitted by New Jersey law.

Waiver

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. Failure to enforce any provision is not a waiver of future enforcement.

Whistleblower Protection

Nothing in this Agreement shall prevent Receiving Party from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the New Jersey Conscientious Employee Protection Act (CEPA) and applicable federal whistleblower provisions. This Agreement does not waive any rights or remedies that Receiving Party may have under CEPA or any other applicable law.

Attorney-Client Privilege

Nothing in this Agreement is intended to waive any attorney-client privilege or other legal privilege.

Personal Information (If Applicable)

If Receiving Party will have access to personal information (PII) covered by New Jersey statutes or federal HIPAA, GLBA, or other industry-specific regulations, Receiving Party shall comply with all applicable laws and regulations regarding the handling, reporting, and securing of such PII, including specific references to New Jersey data privacy rules.

Electronic Execution

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 original signatures for all purposes under the New Jersey Uniform Electronic Transactions Act (N.J.S.A. 12A:12-1 et seq.).

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

Disclosing Party:

By: [Name]

Title: [Title]

Date: [Date]

Email: [Email Address]

Phone: [Phone Number]

Receiving Party:

By: [Name]

Title: [Title] (if applicable)

Date: [Date]

Email: [Email Address]

Phone: [Phone Number]