New Mexico independent contractor nda template

New Mexico Independent Contractor Non-Disclosure Agreement

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

• [Company Name], with its principal place of business at [Company Address] (“Company”), and
• [Contractor Name], residing at [Contractor Address] (“Contractor”).

WHEREAS, Company desires to disclose certain confidential information to Contractor in connection with Contractor’s independent contractor services; and

WHEREAS, Contractor is willing to receive and protect such confidential information under the terms of this Agreement.

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

1. Independent Contractor Status

Contractor acknowledges and agrees that they are an independent contractor and not an employee, agent, partner, or joint venturer of Company. This Agreement does not create an employer-employee relationship as defined under New Mexico statutes regarding independent contractor classification. Contractor is solely responsible for all taxes and other obligations associated with their services.

2. Definition of Confidential Information

The term "Confidential Information" shall mean any and all information disclosed by Company to Contractor, whether orally or in writing, electronically or otherwise, 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 information
• Trade secrets, as defined under the New Mexico Uniform Trade Secrets Act (NMUTSA)
• Client, customer, and vendor lists specific to New Mexico businesses
• Technology, designs, operating procedures
• Marketing plans, pricing, contracts, financial records
• Project documents, unpublished intellectual property
• Any business information disclosed during the service period, including written, oral, digital, or tangible forms

3. Exclusions from Confidential Information

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

• Is or becomes publicly available through no fault of Contractor.
• Was already in Contractor’s possession prior to its disclosure by Company, as evidenced by Contractor’s written records.
• Is independently developed by Contractor without use of or reference to the Confidential Information.
• Is rightfully received by Contractor from a third party without any obligation of confidentiality.
• Is required to be disclosed by law, court order, or governmental regulation, provided that Contractor provides Company with prompt written notice prior to such disclosure to allow Company to seek a protective order or other appropriate remedy, consistent with New Mexico law.

4. Use of Confidential Information

Contractor shall use the Confidential Information solely for the purpose of performing the services outlined in the Independent Contractor Agreement between Contractor and Company (the “Service Agreement”).

• Option A: Contractor shall not use the Confidential Information for personal gain or any other unauthorized purpose.
• Option B: Contractor shall not disclose Confidential Information to any third party without the prior written consent of Company.

5. Protection of Confidential Information

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

• Storing Confidential Information in a secure location with restricted access.
• Using password protection and data encryption where appropriate.
• Prohibiting unauthorized copying or distribution of Confidential Information.
• Disposing of or deleting Confidential Information securely and in compliance with New Mexico data breach notification requirements.

6. Term and Termination

The obligations under this Agreement shall commence on the Effective Date and shall continue:

• Option A: During the term of the Service Agreement.
• Option B: For a period of [Number] years following the termination of the Service Agreement.
• Option C: For as long as the information remains a trade secret as defined under the NMUTSA.

7. Return of Confidential Information

Upon termination of the Service Agreement or upon Company’s request, Contractor shall promptly return to Company all Confidential Information in Contractor’s possession or control, including all copies thereof, or certify in writing its destruction.

8. Notification of Compelled Disclosure

In the event that Contractor is required to disclose any Confidential Information pursuant to a subpoena, court order, or other legal process, Contractor shall promptly notify Company in writing, providing Company with sufficient time to seek a protective order or other appropriate remedy, consistent with New Mexico law.

9. Breach Notification

Contractor shall immediately notify Company in writing upon becoming aware of any actual or suspected breach of this Agreement, including any unauthorized disclosure, loss, or misuse of Confidential Information, and shall cooperate fully with Company in investigating and remedying such breach, including cooperating with any necessary reporting per New Mexico's data breach notification statutes.

10. Remedies

Company shall be entitled to the following remedies in the event of a breach of this Agreement by Contractor:

• Injunctive relief, both temporary and permanent.
• Actual damages.
• Recovery of attorney's fees and costs as permitted by New Mexico law.
• Option A: Liquidated damages in the amount of [Dollar Amount].

11. Dispute Resolution

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

• The parties shall first attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall submit the dispute to mediation in [City, New Mexico].
• If mediation fails, the parties shall submit the dispute to binding arbitration in [City, New Mexico] in accordance with the rules of the American Arbitration Association.
• Option A: 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 venue for any legal action shall be [County Name] County, New Mexico.
• Option B: The parties hereby waive their right to a jury trial.

12. Authority

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

13. Compliance with Laws

Contractor shall comply with all applicable federal and New Mexico laws, rules, and regulations in connection with its performance of services under the Service Agreement. This includes alignment with New Mexico Identity Theft Protection Act obligations on safe information handling and breach protocols.

14. 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, consistent with New Mexico law.

15. Amendment

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

16. Waiver

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

17. No Subcontracting

Contractor shall not subcontract any of its obligations under the Service Agreement without the prior written consent of Company, and any such permitted subcontracting shall be subject to the subcontractor entering into a non-disclosure agreement with terms substantially similar to those contained herein.

18. No Restriction on Future Work

Nothing in this Agreement shall restrict Contractor’s right to pursue work elsewhere, except in cases that would violate the confidentiality obligations outlined herein.

19. 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.

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

[Company Name]

By: [Name of Authorized Representative]

Title: [Title]

[Contractor Name]

Signature: [Signature]