North Dakota independent contractor nda template

North Dakota Independent Contractor Non-Disclosure Agreement

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

[Client Company Full Legal Name], located at [Client Company Address], hereinafter referred to as "Client," and

[Independent Contractor Full Legal Name], located at [Independent Contractor Address], hereinafter referred to as "Contractor."

Client and Contractor agree as follows:

Relationship

The parties acknowledge that Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. No employer-employee or agency relationship is created by this Agreement. Contractor is solely responsible for all taxes and other obligations related to Contractor’s services.

Confidential Information

"Confidential Information" means any information disclosed by Client to Contractor, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including, but not limited to:

• Business strategies
• Product designs
• Source code
• Financial records
• Pricing details
• Marketing plans
• Customer data
• Technical processes
• Proprietary methodologies
• Supplier details
• Non-public agreements
• Drafts
• Deliverables developed or shared during the term of the engagement

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.
• Is already in Contractor's possession without an obligation of confidentiality prior to disclosure by Client, as evidenced by Contractor's written records.
• Is lawfully received by Contractor from a third party without restriction.
• Is independently developed by Contractor without reference to the Confidential Information, as evidenced by Contractor's written records.
• Is required to be disclosed by law or court order; provided that Contractor shall provide Client with prompt written notice of such requirement, to the extent legally permissible, to allow Client to seek a protective order or other appropriate remedy.

Limitations on Use

Contractor shall use the Confidential Information solely for the purpose of performing the services outlined in the independent contractor agreement between Client and Contractor.

Contractor shall not use the Confidential Information for the benefit of any other person or entity, including but not limited to other clients of Contractor.

Option A: Contractor acknowledges that they work with other clients and agrees to take appropriate measures to ensure no commingling of confidential information takes place.

Option B: Contractor confirms that they do not work for any other client in the same industry as Client and agrees not to take on any such clients during the term of this agreement.

Non-Disclosure Obligations

Contractor shall not disclose, transmit, disseminate, publish, copy (including digital and physical), or distribute the Confidential Information to any third party without the prior written consent of Client.

Safeguarding Information

Contractor shall take reasonable measures, consistent with North Dakota’s standard of care, to protect the Confidential Information from unauthorized access, use, or disclosure. These measures shall include, but are not limited to:

• Physical and digital security protocols
• Password protections
• Limited internal sharing
• Appropriate destruction/shredding of documents

Electronic File Handling

Contractor shall handle all electronic files containing Confidential Information securely, including using strong passwords, encrypting sensitive data, and implementing appropriate access controls. If cloud storage is used, Contractor shall ensure that it is secure and compliant with industry best practices.

Term of Confidentiality

The obligations of confidentiality under this Agreement shall continue during the term of the independent contractor agreement and for a period of [Number] years after the termination of that agreement.

Trade Secrets: The obligations of confidentiality with respect to any information that constitutes a trade secret under North Dakota Century Code Chapter 47-25.1 shall continue indefinitely.

Return of Materials

Upon termination of the independent contractor agreement or at Client's request, Contractor shall immediately return to Client all tangible and digital materials containing Confidential Information, including any copies or summaries thereof, or, at Client's option, destroy such materials and provide Client with a written certification of such destruction.

Notification of Unauthorized Disclosure

Contractor shall immediately notify Client in writing of any actual or suspected unauthorized disclosure, loss, or breach of Confidential Information. Contractor shall cooperate fully with Client in investigating and mitigating any such event, including complying with North Dakota breach notification obligations if applicable.

Consequences of Breach

Contractor acknowledges that any breach of this Agreement may cause irreparable harm to Client. In the event of a breach or threatened breach by Contractor, Client shall be entitled to seek injunctive relief, in addition to any other remedies available at law or equity, including actual and consequential damages and attorney's fees. Liquidated damages are set to [Dollar Amount] for each instance of a breach, if deemed enforceable under North Dakota law.

Reverse Engineering

Contractor shall not reverse engineer, decompile, or disassemble any of Client's intellectual property or confidential technical materials.

Trade Secret Protection

Contractor acknowledges that some or all of the Confidential Information may constitute trade secrets under North Dakota Century Code Chapter 47-25.1. Contractor agrees to protect such trade secrets and not to use or misappropriate them after the termination of the independent contractor relationship.

No Waiver

The failure of Client to enforce any provision of this Agreement shall not constitute a waiver of any other provision or of Client's right to enforce such provision in the future.

Severability

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

Modification

This Agreement may be modified only by a written instrument signed by both Client and Contractor.

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. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [City, North Dakota].

Option A: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [City, North Dakota] in accordance with the rules of the American Arbitration Association.

Option B: The parties agree to participate in non-binding mediation in [City, North Dakota] before initiating any legal action.

Compliance with Laws

Contractor shall comply with all applicable North Dakota and federal laws, regulations, and rules, including data privacy, intellectual property, and industry-specific regulations.

Whistleblower Protection

Nothing in this Agreement shall restrict Contractor from reporting suspected violations of law, including but not limited to violations of North Dakota law or federal law, to any governmental agency or entity, or from participating in any investigation or proceeding conducted by any such agency or entity, consistent with North Dakota law.

Industry-Specific Requirements

If Contractor provides services related to protected health information, Contractor shall comply with the Health Insurance Portability and Accountability Act (HIPAA). If Contractor handles financial information, Contractor shall comply with the Gramm-Leach-Bliley Act (GLBA). If Contractor handles student records, Contractor shall comply with the Family Educational Rights and Privacy Act (FERPA).

Ownership of Deliverables

Contractor acknowledges and agrees that all deliverables created by Contractor for Client shall be the sole and exclusive property of Client, including all copyright rights therein. Contractor retains ownership of any pre-existing intellectual property used in the creation of the deliverables, but grants Client a non-exclusive, perpetual, irrevocable license to use such pre-existing intellectual property in connection with the deliverables.

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.

Signatures

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

[Client Company Full Legal Name]

By: [Client Authorized Representative Name]

Title: Authorized Representative

Date: [Date]

[Independent Contractor Full Legal Name]

By: [Independent Contractor Full Legal Name]

Title: Independent Contractor

Date: [Date]