New Mexico consultant nda template

New Mexico Consultant Non-Disclosure Agreement

This New Mexico Consultant Non-Disclosure Agreement (this “Agreement”) is made and effective as of [Date],

Between:

[Company Legal Name], a [New Mexico Business Entity Type] with its principal place of business at [Company Address], hereinafter referred to as “Discloser,”

and

[Consultant Legal Name], residing at [Consultant Address], hereinafter referred to as “Recipient.”

WHEREAS, Discloser possesses certain confidential information; and

WHEREAS, Discloser desires to disclose such confidential information to Recipient in connection with Recipient’s consulting services; and

WHEREAS, Recipient is willing to receive such confidential information and to protect its confidentiality.

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

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, visually, or in any other form, 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. Confidential Information includes, but is not limited to:

Business plans, financial records, pricing data.

Client or customer information, vendor and supplier data.

Operational procedures, marketing strategies.

Proprietary technologies, intellectual property (copyright, trademark, know-how, patentable and non-patentable inventions).

All documents or data disclosed in written, electronic, oral, visual, or tangible formats, including information generated by the consultant while performing services.

2. Exclusions from Confidential Information

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

Is or becomes publicly available through no fault of Recipient and without breach of this Agreement.

Was lawfully and independently obtained by Recipient from a third party without any obligation of confidentiality.

Was already in Recipient’s possession prior to its disclosure by Discloser.

Is required to be disclosed by law, subpoena, or court order, provided that Recipient gives Discloser prompt written notice to allow Discloser to seek a protective order or other appropriate remedy.

3. Purpose of Disclosure

Recipient shall use the Confidential Information solely for the purpose of [Describe Purpose of Consulting Engagement] and shall not use the Confidential Information for any other purpose, including, but not limited to, any personal benefit, or benefit of any third party, or any competitive purpose.

Recipient shall not reverse engineer, decompile, or disassemble any Confidential Information.

4. Obligations of Recipient

Recipient shall protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

Recipient shall maintain strict physical, digital, and access controls to protect the Confidential Information.

Recipient shall comply with all Discloser's instructions regarding the storage, transmission, duplication, destruction, and return of the Confidential Information.

Recipient shall adhere to Discloser’s policies regarding the use of personal devices and cloud platforms.

5. Return of Confidential Information

Upon Discloser’s written request or upon termination of the consulting relationship, Recipient shall promptly return to Discloser all originals, copies, derivations, notes, summaries, reports, and media containing Confidential Information, or at Discloser’s option, certify in writing that all such materials have been destroyed.

6. Term

Option A:

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue during the term of the consulting engagement and for a period of [Number] years after termination.

Option B:

With respect to any Confidential Information that constitutes a trade secret under the New Mexico Uniform Trade Secrets Act, the obligations of confidentiality shall continue for as long as such information remains a trade secret under New Mexico law.

7. Notification of Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing upon discovery of any unauthorized use or disclosure of the Confidential Information, or any other breach of this Agreement.

8. Remedies

Option A:

Recipient acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that Discloser shall be entitled to seek injunctive relief, including temporary restraining orders and preliminary and permanent injunctions, in addition to any other remedies available at law or in equity in the state and federal courts located in New Mexico.

Option B:

In the event of a breach of this Agreement by Recipient, Recipient shall be liable to Discloser for actual damages, including, but not limited to, lost profits, and all costs and expenses incurred by Discloser in enforcing this Agreement, including reasonable attorneys’ fees. Discloser may also be entitled to recover Recipient's profits attributable to the breach.

9. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles. The exclusive venue for any action arising out of or relating to this Agreement shall be the state or federal courts located in [County Name] County, New Mexico.

10. Independent Contractor Status

This Agreement does not create any employment, partnership, joint venture, or agency relationship between Discloser and Recipient. Recipient is an independent contractor under New Mexico law.

11. No Waiver of Rights under New Mexico Uniform Trade Secrets Act

Nothing in this Agreement shall be construed as a waiver of any rights or remedies available to Discloser under the New Mexico Uniform Trade Secrets Act.

12. Subcontractors/Employees/Agents

Recipient shall ensure that any subcontractors, employees, or agents who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. Recipient shall be liable for any breach of this Agreement by any such party.

13. No License

Nothing in this Agreement shall be construed as granting Recipient any license or other right to use the Confidential Information, except as expressly provided in a separate consulting agreement between Discloser and Recipient.

14. Compliance with Privacy Laws

Recipient shall comply with all applicable federal and New Mexico state laws and regulations relating to the privacy and security of Confidential Information, including, but not limited to, the New Mexico Identity Security and Protection Act.

15. 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.

Option B: 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.

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

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.

16. Assignment

Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.

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

17. Public Policy Limitations

All provisions of this Agreement shall be interpreted and enforced in a manner that is consistent with New Mexico public policy, including limitations on overbroad restrictions, unreasonable geographic or temporal scope, and terms conflicting with contractor or whistleblower protections under state law.

18. No Solicitation

During the term of the consulting engagement and for a period of [Number] years after termination, Recipient shall not, directly or indirectly, solicit for employment or hire any employee of Discloser or solicit business from any customer or client of Discloser, in a manner that is permitted by New Mexico law.

19. Records Retention

Recipient shall comply with all applicable New Mexico state and local laws and regulations regarding the retention and destruction of records that constitute Confidential Information.

20. Electronic 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 valid and binding to the same extent as original signatures under the New Mexico Uniform Electronic Transactions Act.

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

Discloser:

By: [Discloser Name]

Title: [Discloser Title]

Date: [Date]

Recipient:

By: [Recipient Name]

Title: [Recipient Title]

Date: [Date]