North Carolina independent contractor nda template

North Carolina Independent Contractor NDA

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

• [Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and
• [Receiving Party Name], residing at [Receiving Party Address] (“Receiving Party”).

WHEREAS, Disclosing Party possesses certain confidential and proprietary information; and

WHEREAS, Disclosing Party desires to engage Receiving Party as an independent contractor; and

WHEREAS, Receiving Party is willing to receive and protect such information in accordance with the terms of this Agreement.

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

1. Independent Contractor Relationship

• Option A: Receiving Party is engaged by Disclosing Party as an independent contractor to provide [Description of Services].
• Option B: It is expressly understood and agreed that Receiving Party is an independent contractor and not an employee, agent, or partner of Disclosing Party. Nothing in this Agreement shall be construed to create an employer-employee relationship between the parties. Receiving Party is solely responsible for all taxes, insurance, and other obligations related to their services.

2. 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 not generally known to the public, including, but not limited to:
  • Trade secrets as defined under the North Carolina Trade Secrets Protection Act (N.C. Gen. Stat. § 66-152 et seq.).
  • Client lists, business plans, marketing strategies, proprietary software or code, financial data, pricing models, technical drawings, formulas, business processes, methods, inventions, research and development data.
  • Any other non-public information disclosed in written, oral, visual, electronic, or any other recorded form.
• Option B:
  • Information is considered confidential whether or not it is specifically marked as "confidential."
  • For oral disclosures, Disclosing Party shall summarize the information in writing and provide it to Receiving Party within [Number] days of the oral disclosure.

3. Exclusions from Confidential Information

• Option A: The obligations of confidentiality under this Agreement shall not apply to information that:
  • Is or becomes part of the public domain through no fault of Receiving Party.
  • Is already in Receiving Party's lawful possession prior to disclosure by Disclosing Party.
  • Is lawfully received by Receiving Party from a third party without any obligation of confidentiality.
  • Is required to be disclosed by applicable law, regulation, subpoena, or court order, provided Receiving Party gives Disclosing Party prompt written notice to allow Disclosing Party to seek a protective order or other appropriate remedy to the extent permitted by North Carolina law.

4. Permitted Use

• Option A: Receiving Party shall use the Confidential Information solely for the purpose of performing the services described in Section 1 of this Agreement.
• Option B: Receiving Party shall not use the Confidential Information for personal benefit or in competition with Disclosing Party.

5. Safeguarding Confidential Information

• Option A: Receiving Party shall take industry-appropriate and reasonable measures to protect the confidentiality of the Confidential Information.
  • These measures include, but are not limited to, access restrictions, password protections, physical and electronic security measures, and ensuring that all employees or subcontractors who have access to the Confidential Information are bound by confidentiality agreements. Receiving Party shall use "reasonable efforts" as expected under North Carolina trade secret law to prevent misuse.

6. Term

• Option A: The obligations of confidentiality under this Agreement shall continue for [Number] years from the Effective Date of this Agreement.
• Option B: The obligations of confidentiality shall continue indefinitely for information that qualifies as a trade secret under North Carolina law, for as long as it remains a trade secret.

7. Return of Confidential Information

• Option A: Upon termination of this Agreement, completion of services, or Disclosing Party's written request, Receiving Party shall promptly return all Confidential Information, including any notes, memoranda, and reproductions, in all formats to Disclosing Party.
• Option B: If return is not feasible, Receiving Party shall irreversibly destroy the Confidential Information and provide Disclosing Party with written certification of such destruction.

8. Unauthorized Disclosure

• Option A: Receiving Party shall immediately notify Disclosing Party in writing if Receiving Party becomes aware of any actual or suspected unauthorized use, transfer, disclosure, or loss of Confidential Information.
• Option B: Receiving Party shall cooperate fully with Disclosing Party in investigating and remediating any such unauthorized use or disclosure.

9. Remedies for Breach

• Option A: In the event of a breach of this Agreement, Disclosing Party shall be entitled to seek all available legal and equitable remedies, including:
  • Actual damages.
  • Exemplary damages in the case of willful and malicious misappropriation, as allowed by N.C. Gen. Stat. § 66-154.
  • Injunctive relief.
  • Specific performance.
  • Reimbursement of reasonable attorneys’ fees to the prevailing party, if permitted under North Carolina law and this Agreement.

10. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through negotiation. If negotiation fails, the parties agree to attempt mediation in [City, North Carolina].
• Option B: If mediation fails, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be conducted in [City, North Carolina].
• Option C: If the above methods of dispute resolution fail, any legal action shall be brought in the state or federal courts located in [County], North Carolina. The parties consent to the jurisdiction and venue of such courts.

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 law principles.

[Optional Jury Trial Waiver:] The parties hereby waive their right to a jury trial in any action arising out of or relating to this Agreement, to the extent such waiver is permitted by North Carolina law.

11. Third-Party Information

• Option A: Receiving Party represents and warrants that in performing the services under this Agreement, Receiving Party will not improperly use or disclose any confidential or proprietary information of any third party.

12. No License

• Option A: Nothing in this Agreement shall be construed as granting Receiving Party any license or ownership rights in or to the Confidential Information, except for the limited right to use the Confidential Information as necessary to perform the services described in Section 1.

13. Non-Competition

• Option A: This Agreement is not intended to restrict Receiving Party's right to compete or seek future employment, except to the extent necessary to protect the Confidential Information. Any restrictions are limited to the protection of confidential information only, and comply with North Carolina’s requirement of being reasonable in time, territory, and scope.

14. Subcontractors

• Option A: Receiving Party shall not disclose Confidential Information to any subcontractors, agents, or affiliates without the prior written consent of Disclosing Party.
• Option B: Any permitted subcontractors, agents, or affiliates must be bound by confidentiality obligations no less stringent than those contained in this Agreement.

15. Entire Agreement

• Option A: 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.

16. Amendment

• Option A: This Agreement may be amended only by a writing signed by both parties.

17. Severability

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. If possible, the invalid or unenforceable provision shall be reformed to reflect the original intent of the parties.

18. Periodic Review

• Option A: Both parties agree to periodically review this NDA to ensure compliance with evolving North Carolina statutes, relevant federal data privacy and cybersecurity regulations, and specific industry obligations (such as HIPAA, GLBA, or similar), if applicable to the contractor’s assignment.

19. Acknowledgment

• Option A: Both parties acknowledge that they have carefully reviewed this Agreement, have had the opportunity to seek legal advice, and voluntarily enter into this Agreement in compliance with North Carolina law and established independent contractor practices.

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

[Disclosing Party Name]

By: [Disclosing Party Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

[Receiving Party Name]

By: [Receiving Party Signature]

Name: [Receiving Party Printed Name]