North Dakota consultant nda template

North Dakota Consultant Non-Disclosure Agreement

This North Dakota Consultant Non-Disclosure Agreement ("Agreement") is made and entered into as of this [Date] by and between:

[Company Name], a [State] [Entity Type] with its principal place of business at [Company Address] ("Discloser"), and

[Consultant Name], an individual residing at [Consultant Address] ("Consultant").

WHEREAS, Discloser possesses certain Confidential Information (as defined below) that it desires to protect from unauthorized use and disclosure; and

WHEREAS, Discloser desires to engage Consultant to perform certain services (the "Services") as described in Exhibit A, which may require Consultant to have access to such Confidential Information;

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

1. Scope of Services

The Consultant will provide the following services to the Discloser:

• [Option A: List specific services. E.g., "Marketing Consultation", "Software Development", "Financial Analysis"]
• [Option B: Refer to Exhibit A detailing the scope of services.]
• [Option C: Project based services, include a description.]

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Discloser to Consultant, whether orally, in writing, electronically, or by any other means, 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:

• [Option A: Include all information and data the company considers to be confidential.]
• [Option B: List specific types of confidential information.]
  • Technological data, including but not limited to, designs, formulas, processes, and know-how;
  • Customer lists, sales data, and marketing plans;
  • Business plans, financial statements, and pricing strategies;
  • Proprietary software and source code;
  • Unpublished inventions and research data.
• [Option C: All business information that is not publicly available.]

3. Exclusions from Confidential Information

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

• Is or becomes publicly available without breach of this Agreement by Consultant;
• Was known to Consultant prior to its disclosure by Discloser, as evidenced by Consultant's prior written records;
• Is rightfully received by Consultant from a third party without any obligation of confidentiality;
• Is independently developed by Consultant without use of or reference to Discloser's Confidential Information;
• Is required to be disclosed pursuant to a valid order of a court or other governmental body of competent jurisdiction; provided, however, that Consultant shall:
  • [Option A: Immediately notify Discloser of the requirement to disclose.]
  • [Option B: Notify Discloser in writing within 24 hours of receiving the order to disclose. ]
  • [Option C: Provide Discloser with written notice to the extent permitted by law, to allow Discloser to seek a protective order or other appropriate remedy. Consultant shall cooperate with Discloser in seeking such an order.]

4. Use of Confidential Information

Consultant agrees to use the Confidential Information solely for the purpose of performing the Services for Discloser's benefit.

• [Option A: Consultant shall not use the Confidential Information for any other purpose, including but not limited to, for Consultant's own benefit or for the benefit of any third party.]
• [Option B: Consultant shall not directly or indirectly compete with Discloser using the confidential information.]

5. Security Procedures

Consultant shall implement and maintain reasonable security procedures to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to:

• [Option A: Storing confidential information in a password protected cloud.]
• [Option B: Restricting access to Confidential Information to only those employees or agents of Consultant who have a need to know such information in order to perform the Services.]
• [Option C: Complying with all applicable data privacy laws and regulations, including but not limited to the North Dakota Century Code Chapter 32-23.]
• [Option D: Adhering to industry standard security practices, specific to the [industry] industry in North Dakota.]

6. Restrictions on Disclosure

Consultant shall not disclose the Confidential Information to any third party without the prior written consent of Discloser.

• [Option A: Consultant shall not copy, reproduce, or transmit the Confidential Information in any form, whether electronic or otherwise, without Discloser's prior written consent.]
• [Option B: Any digital transmission of confidential information must be encrypted.]

7. Term of Confidentiality

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

• [Option A: For a period of [Number] years following the termination of the consulting relationship.]
• [Option B: In perpetuity with respect to Confidential Information that constitutes a trade secret under North Dakota law (NDCC § 47-25.1).]

8. Return or Destruction of Confidential Information

Upon completion or termination of the consulting relationship, or upon Discloser's written request, Consultant shall promptly:

• [Option A: Return to Discloser all Confidential Information in Consultant's possession or control, including all copies and derivative materials.]
• [Option B: Irrevocably destroy all Confidential Information in Consultant's possession or control, including all copies and derivative materials, and certify such destruction in writing to Discloser.]
• [Option C: Consultant shall cooperate with Discloser to determine the appropriate method of return or destruction of Confidential Information.]

9. Notice of Compelled Disclosure

In the event that Consultant is required by law to disclose any Confidential Information, Consultant shall:

• [Option A: Provide Discloser with prompt written notice of such requirement prior to disclosure, to allow Discloser to seek a protective order or other appropriate remedy.]
• [Option B: Cooperate with Discloser in seeking such an order.]

10. Remedies for Breach

Consultant acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser, for which monetary damages may be inadequate.

• [Option A: Discloser shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity, including but not limited to compensatory damages and reasonable attorney's fees and costs as allowed under North Dakota law.]
• [Option B: Consultant shall be liable for all direct and indirect damages resulting from a breach of this Agreement.]

11. Independent Contractor Status

This Agreement does not create or imply any employment, partnership, or joint venture relationship between Discloser and Consultant.

• [Option A: Consultant is an independent contractor and is solely responsible for all taxes and other obligations arising out of Consultant's performance of the Services.]

12. Assignment

Consultant shall not assign its rights or delegate its obligations under this Agreement without the prior written consent of Discloser.

13. Severability

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

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota, without regard to its conflict of laws principles.

• [Option A: 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 [County Name] County, North Dakota.]
• [Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.]

15. Compliance with Laws

Consultant shall comply with all applicable federal, state, and local laws and regulations, including but not limited to data privacy laws, export control laws, and industry-specific regulations relevant to Discloser's business in North Dakota.

16. Amendment

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

17. Notice of Breach

Consultant shall immediately notify Discloser of any actual or suspected loss, unauthorized access, or breach of Confidential Information and shall cooperate with Discloser in investigating and mitigating such breach.

18. Independent Inventions

Nothing in this Agreement shall be construed to prevent Consultant from using or disclosing information that Consultant has independently developed without use of or reference to Discloser's Confidential Information.

19. Carve-Outs

Nothing in this Agreement shall prevent Consultant from making disclosures required by law or regulation, including but not limited to disclosures required by regulatory authorities in North Dakota or disclosures protected by whistleblower laws.

20. Non-Solicitation/Non-Circumvention

• [Option A: Non-Solicitation Clause: For a period of [Number] years following the termination of this Agreement, Consultant shall not solicit, directly or indirectly, any employee or customer of Discloser.]
• [Option B: Non-Circumvention Clause: Consultant shall not circumvent Discloser's relationships with its suppliers or other business partners.]
  • Note: Any non-solicitation or non-circumvention clauses must be narrowly tailored to protect Discloser's legitimate business interests and comply with North Dakota law.

21. Digital Records Management

Consultant agrees to adhere to Discloser's policies regarding digital records management, use of cloud services, and cross-border transfer of Confidential Information, as applicable.

22. Legal and Compliance Costs

• [Option A: Each party shall be responsible for its own legal and compliance costs relating to the enforcement of this Agreement.]
• [Option B: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing party, to the extent permitted by North Dakota law.]

23. 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.

24. Key Personnel

If Consultant is an entity, the following key personnel shall have access to Confidential Information and shall be individually responsible for complying with the terms of this Agreement: [List of Key Personnel Names].

25. Counterparts and 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 in accordance with North Dakota law (NDCC § 9-16-17 and uniform electronic transactions act).

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

[Company Name]

By: [Name]

Title: [Title]

[Consultant Name]

Signature: [Signature]

Date: [Date]