North Carolina consultant nda template

North Carolina Consultant Non-Disclosure Agreement

This North Carolina Consultant Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date], by and between:

[Disclosing Party Name], a [Disclosing Party Entity Type, e.g., Corporation] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”),

and

[Consultant Name], an individual residing at [Consultant Address] or a [Consultant Entity Type, e.g., Limited Liability Company] with its principal place of business at [Consultant Address] (“Consultant”).

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any information disclosed by the Disclosing Party to the Consultant, whether orally, visually, in writing, or electronically, 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:

• Proprietary technical data, including inventions, designs, formulas, processes, and specifications.
• Business strategies, marketing plans, sales data, and financial projections.
• Client or patient lists, contact information, and related data.
• Project deliverables, reports, and related documentation.
• Methodologies, techniques, and know-how.
• Financial data, pricing information, and cost structures.
• Proposals, bids, and contracts.
• Unpublished intellectual property, including patents, trademarks, and copyrights.
• Sensitive internal operations information, including employee data and organizational structures.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement by the Consultant.
• Was rightfully in the Consultant’s possession prior to disclosure by the Disclosing Party, as evidenced by Consultant’s written records.
• Is lawfully received by the Consultant from a third party without any obligation of confidentiality.
• Is required to be disclosed by applicable North Carolina or federal law, court order, or regulatory authority.
  • If the Consultant is required to disclose Confidential Information pursuant to a legal requirement, the Consultant shall:
  • Option A: Provide the Disclosing Party with prompt written notice of such requirement prior to disclosure, to allow the Disclosing Party to seek a protective order or other appropriate remedy.
  • Option B: Disclose only that portion of the Confidential Information that the Consultant is legally required to disclose, after reasonable consultation with the Disclosing Party.

3. Permitted Use of Confidential Information

The Consultant shall use the Confidential Information solely for the purpose of performing the consulting services as outlined in the underlying consulting or service agreement between the parties (the “Consulting Agreement”).

• The Consultant shall not:
  • Use the Confidential Information for any personal benefit or gain.
  • Disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent, except as permitted herein.
  • Reverse engineer, decompile, or disassemble any Confidential Information, including software, hardware, or other tangible materials.
  • Use the Confidential Information for any purpose that is competitive with the Disclosing Party’s business.

4. Protection of Confidential Information

The Consultant shall implement commercially reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure. Such measures shall include, but are not limited to:

• Password protection for all electronic devices and systems containing Confidential Information.
• Restricted access to Confidential Information on a “need-to-know” basis.
• Proper data storage and encryption methods.
• Secure electronic communication protocols.
• Compliance with any client-specific information security policies provided by the Disclosing Party.
• If the Confidential Information includes Protected Health Information (PHI) as defined by HIPAA, or personal data subject to the North Carolina Identity Theft Protection Act, the Consultant shall comply with all applicable requirements of such laws.

5. Notice of Unauthorized Disclosure

The Consultant shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized disclosure, suspected breach, or inadvertent access to Confidential Information.

• The notice shall include:
  • Option A: A detailed description of the incident, including the nature and extent of the unauthorized disclosure.
  • Option B: The steps taken by the Consultant to mitigate the damage caused by the unauthorized disclosure.

The Consultant shall cooperate with the Disclosing Party in any investigation and remediation efforts.

6. Term of Confidentiality

The obligations of confidentiality under this Agreement shall:

• Extend for the duration of the Consulting Agreement.
• Continue for a period of [Number] years following the termination or expiration of the Consulting Agreement.
• With respect to trade secrets, as defined under the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. § 66-152 et seq., the obligations of confidentiality shall continue perpetually.

7. Return of Confidential Information

Upon the conclusion or termination of the Consulting Agreement, or upon written demand by the Disclosing Party, the Consultant shall promptly return to the Disclosing Party all Confidential Information in the Consultant’s possession or control, including all copies, summaries, and extracts thereof, whether in physical or electronic form.

• The Consultant shall:
  • Option A: Certify in writing to the Disclosing Party that all Confidential Information has been returned or destroyed.
  • Option B: Destroy all Confidential Information in accordance with the Disclosing Party’s instructions and certify in writing to the Disclosing Party that such destruction has been completed.

The Consultant acknowledges that any residual information remaining in the Consultant’s memory or systems after the return or destruction of Confidential Information shall not be used or disclosed.

8. Remedies for Breach

The Disclosing Party shall be entitled to seek injunctive relief, specific performance, and monetary damages, including actual damages and recovery of reasonable attorneys' fees to the extent permitted under North Carolina law, in the event of a breach of this Agreement by the Consultant.

9. Choice of Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles, including the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. § 66-152 et seq.

• Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [Name of North Carolina County] County, North Carolina.
• The parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation and mediation before initiating any litigation.

10. No Employment Relationship

This Agreement does not create an employment relationship, partnership, or joint venture between the parties. The Consultant is an independent contractor. No assignment of intellectual property is implied except as may be expressly set forth in the Consulting Agreement.

11. Subcontractors and Agents

The Consultant shall ensure that all subcontractors, agents, or third parties engaged by the Consultant to perform services under the Consulting Agreement are bound by written confidentiality terms at least as restrictive as those contained in this Agreement.

12. Compliance with Laws

The Consultant shall comply with all applicable North Carolina and federal laws and regulations relating to confidentiality, data privacy, and industry-specific regulatory frameworks, including but not limited to HIPAA, GLBA, and the North Carolina Identity Theft Protection Act.

13. Remedies and Waiver

No failure or delay by the Disclosing Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies available at law or in equity.

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.

15. Amendment

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

16. Signatures

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

[Disclosing Party Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

[Consultant Name]

Signature: [Consultant Signature]

17. Assignment

The Consultant shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Disclosing Party.

18. Non-Circumvention and Non-Solicitation (Optional)

The Consultant agrees that during the term of the Consulting Agreement and for a period of [Number] years thereafter, the Consultant shall not, directly or indirectly, solicit or attempt to solicit any clients, suppliers, or employees of the Disclosing Party with whom the Consultant had contact as a result of the Consulting Agreement.

19. Data Transmission and Security (Optional)

If the parties anticipate remote work or cross-border transfer of Confidential Information, the Consultant shall implement appropriate data transmission security measures and comply with the North Carolina Identity Theft Protection Act with respect to the protection of personal information.

20. Required Disclosures

The Consultant acknowledges and understands its obligations to comply with North Carolina laws regarding data breach notification and other required disclosures.

21. Integration

This Agreement is integrated with the Consulting Agreement but stands independently to maintain confidentiality obligations regardless of the project’s termination or expiration.