New York independent contractor nda template

New York Independent Contractor Non-Disclosure Agreement

This New York Independent Contractor Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date of Signing], by and between:

• [Company Name], a [State of Incorporation] [Entity Type], with its principal place of business at [Company Address] ("Company"), and
• [Contractor Name], residing at [Contractor Address], and if applicable, doing business as [Contractor DBA] ("Contractor").

WHEREAS, Company possesses certain confidential information and desires to protect such information from unauthorized use and disclosure; and

WHEREAS, Contractor is an independent contractor providing services to Company and will have access to such confidential information;

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

1. Independent Contractor Relationship

Contractor acknowledges and agrees that the relationship between Company and Contractor is that of an independent contractor, and nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship. Contractor is solely responsible for all taxes and other obligations arising out of this relationship.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Company to Contractor, whether orally, in writing, electronically, or visually, 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:

• Technical data, trade secrets, business methods, internal financials, pricing models.
• Client and prospect lists, operational records, marketing plans, contracts.
• Intellectual property assets, research data, project deliverables, communications.
• Proprietary software code, procedures, and all materials provided or created pursuant to the engagement.
• [Insert Client-Specific or Industry-Regulated Information, e.g., Health Records, Financial Account Data].

3. Exclusions from Confidentiality

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

• Is or becomes publicly known through no fault of Contractor.
• Was already lawfully in Contractor’s possession prior to its disclosure by Company, as evidenced by Contractor’s written records.
• Is independently developed by Contractor without reference to Company’s Confidential Information, as evidenced by Contractor's written records.
• Is lawfully obtained by Contractor from a third party without restriction on disclosure.
• Is required to be disclosed by law, subpoena, or court order, provided that Contractor gives Company prompt written notice of such requirement (to the extent legally permissible) to allow Company to seek a protective order or other appropriate remedy.

4. Use of Confidential Information

Contractor shall use the Confidential Information solely for the purpose of performing the services outlined in the [Name of Contractor Agreement] between Contractor and Company.

Contractor shall not use the Confidential Information for any other purpose, including, but not limited to, for the benefit of Contractor’s other clients or for Contractor’s personal gain.

Contractor shall not reverse engineer, decompile, or attempt to derive the source code or design of any Confidential Information consisting of software or technology.

5. Security Measures

Contractor shall implement and maintain industry-standard security measures to protect the Confidential Information from unauthorized access, use, or disclosure. These measures shall include, but are not limited to:

• Physical security measures to protect against unauthorized access to physical locations where Confidential Information is stored.
• Electronic safeguards, such as firewalls, intrusion detection systems, and data encryption.
• Password protection and multi-factor authentication for access to electronic systems containing Confidential Information.
• Secure disposal of Confidential Information, including shredding of paper documents and secure deletion of electronic files.

If the Confidential Information includes Personally Identifiable Information (PII) as defined under New York law, Contractor shall comply with the New York SHIELD Act (Stop Hacks and Improve Electronic Data Security Act) and other applicable New York privacy laws.

6. Notification of Unauthorized Disclosure

Contractor shall immediately notify Company of any suspected or actual unauthorized use, loss, breach, or disclosure of the Confidential Information.

Contractor shall cooperate fully with Company in any investigation or mitigation efforts related to such unauthorized use, loss, breach, or disclosure.

7. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue during the term of the [Name of Contractor Agreement] and for a period of [Number] ([Two/Three/Five]) years following the termination of that agreement, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable New York law.

8. Return of Confidential Information

Upon termination of the [Name of Contractor Agreement] or upon Company’s written request, Contractor shall promptly return to Company all physical and electronic copies of the Confidential Information, including all work product and derived materials.

Alternatively, at Company's option, Contractor shall permanently destroy all such Confidential Information and provide Company with written certification of such destruction.

9. Intellectual Property

Nothing in this Agreement shall be construed as granting Contractor any license or ownership rights to any of Company’s intellectual property, including patents, copyrights, trademarks, and trade secrets. All such rights are expressly reserved by Company.

10. Non-Circumvention

Contractor agrees that during the term of this Agreement and for a period of [Number] ([One/Two]) year(s) following its termination, Contractor shall not directly or indirectly solicit, contact, or engage with any of Company’s clients or vendors to whom Contractor gained access through its relationship with Company, for the purpose of providing services similar to those provided by Company. This provision is intended to comply with New York General Obligations Law and shall be construed narrowly.

11. Disclosure to Subcontractors

Contractor shall not disclose the Confidential Information to any subcontractors, agents, or affiliates without Company’s prior written consent.

Any such permitted disclosure shall be subject to a written agreement between Contractor and the subcontractor, agent, or affiliate, containing confidentiality obligations substantially similar to those contained in this Agreement.

Contractor shall be liable for any breach of confidentiality by its subcontractors, agents, or affiliates.

12. Remedies for Breach

Contractor acknowledges that any breach of this Agreement may cause irreparable harm to Company, for which monetary damages may be inadequate.

Company shall be entitled to all available remedies at law or in equity, including, but not limited to, injunctive relief, specific performance, and recovery of actual and consequential damages, including attorneys' fees. Irreparable harm shall be presumed in the event of unauthorized disclosure.

13. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, 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 [Specify County] County, New York. Contractor waives any objection to venue in such courts based on inconvenient forum.

14. Dispute Resolution

Prior to commencing any litigation arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation.

If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [Specify City], New York, before commencing litigation, unless immediate injunctive relief is necessary to prevent irreparable harm.

15. 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. This NDA does not contradict or supersede any other contractor, consulting, or project agreement between the parties, but supplements confidentiality protections.

16. Assignment

Contractor shall not assign its rights or obligations under this Agreement without Company’s prior written consent.

17. Amendment

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

18. Severability

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

19. Acknowledgment

Contractor acknowledges that it has had the opportunity to consult with legal counsel regarding this Agreement and that it has entered into this Agreement voluntarily and not under duress or undue influence.

20. Industry-Specific Compliance

If Contractor is engaged in a regulated industry (e.g., finance, health, legal, technology), Contractor shall comply with all additional compliance measures required under New York or federal law applicable to that industry, including but not limited to [Specify any additional compliance measures, e.g., HIPAA, GLBA, etc.].

21. Contractor's Agents

Contractor is responsible for ensuring that any employees or agents they utilize also comply with all confidentiality, data security, and non-disclosure obligations outlined in this Agreement.

22. 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 and delivery of this Agreement are valid and effective under the New York Electronic Signatures and Records Act (ESRA).

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]

[Contractor Name]

Signature:

Print Name: [Contractor Name]