Ohio consultant nda template

Ohio Consultant Non-Disclosure Agreement

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

[Discloser Legal Name], a [Discloser Entity Type, e.g., Corporation] with its principal place of business at [Discloser Business Address] ("Discloser"), and

[Recipient Legal Name], an individual residing at [Recipient Business Address] or a [Recipient Entity Type, e.g., LLC] with its principal place of business at [Recipient Business Address] ("Recipient").

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

WHEREAS, Recipient has been engaged by Discloser as a consultant (the "Consultant") in connection with [Description of Project or Services] (the "Project") and, in the course of providing such services, may be exposed to Discloser's Confidential Information; and

WHEREAS, the purpose of this Agreement is to protect the confidentiality of Discloser's Confidential Information.

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

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Discloser to Recipient, 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. Confidential Information includes, but is not limited to: proprietary technical data, trade secrets as defined by the Ohio Uniform Trade Secrets Act (OUTSA, Ohio Rev. Code § 1333.61 et seq.), business strategies, marketing plans, financial data, pricing, client and supplier identities, contract terms, software, processes, know-how, deliverables, project documentation, and all oral, written, electronic, or visual disclosures during the consultancy period.

Option A: Confidential Information also includes information derived from Confidential Information.

Option B: Confidential Information excludes only the information specifically identified in Section 2.

2. Exclusions from Confidential Information

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

Is or becomes publicly available through no fault of Recipient.

Is rightfully received by Recipient from a third party without any obligation of confidentiality.

Was already known to Recipient without restriction prior to its disclosure by Discloser, as evidenced by Recipient’s written records.

Is required to be disclosed by law, subpoena, or court order; provided, however, that Recipient shall, to the extent legally permissible, provide Discloser with prompt written notice of such requirement so that Discloser may seek a protective order or other appropriate remedy and shall cooperate with Discloser in any such effort.

3. Use and Disclosure Restrictions

Recipient agrees to use the Confidential Information solely for the purpose of providing the Project to Discloser and shall not use the Confidential Information for any other purpose, including, without limitation, for personal gain, competitive activities, or for the benefit of any third party. Recipient shall not disclose the Confidential Information to any third party without the prior written consent of Discloser.

Option A: Recipient may disclose Confidential Information to its employees or subcontractors who have a need to know such information for the Project and who are bound by confidentiality obligations at least as protective as those contained herein.

Option B: No disclosure of Confidential Information to any employee, agent, or contractor is permitted.

4. Security Measures

Recipient shall implement and maintain reasonable security measures, consistent with industry standards in Ohio, to protect the Confidential Information from unauthorized access, use, or disclosure. Such measures shall include, but are not limited to, secure storage, limited access controls, and secure transmission methods.

Option A: Recipient shall maintain a log of all individuals with access to the Confidential Information.

Option B: Recipient shall comply with Discloser's specific security policies, as provided in Exhibit A.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the completion of the Project. The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of [Number] years thereafter, except for trade secrets, for which the obligations shall continue indefinitely as allowed under Ohio law.

Option A: The term of confidentiality shall be indefinite for all Confidential Information.

Option B: This agreement automatically renews for an additional [Number] years unless either party provides written notice of termination [Number] days prior to the end of the term.

6. Return of Confidential Information

Upon Discloser's request or upon completion or termination of the Project, Recipient shall promptly return to Discloser all Confidential Information, including all copies, extracts, and other reproductions thereof, or, at Discloser's option, shall destroy such Confidential Information and certify its destruction in writing to Discloser.

Option A: Recipient is permitted to retain one archival copy of the Confidential Information for legal compliance purposes only.

Option B: All electronic media used by Recipient in connection with the Confidential Information will be wiped using Department of Defense (DoD) 5220.22-M standard compliant methods.

7. Notification of Unauthorized Disclosure

Recipient shall promptly notify Discloser in writing upon discovery of any suspected or actual unauthorized access, loss, data breach, or misuse of the Confidential Information. Recipient shall cooperate fully with Discloser in investigating and remediating any such incident.

8. Remedies for Breach

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. Accordingly, Discloser shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity, including monetary damages for breach of this Agreement and for misappropriation of trade secrets or unfair competition under Ohio law.

9. Indemnification

Recipient shall indemnify and hold harmless Discloser from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by Recipient.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in [City, Ohio].

Option A: Litigation in [County] County, Ohio, shall be the exclusive means of resolving any dispute arising under this agreement.

Option B: Each party shall bear its own costs of arbitration.

11. Governing Law

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

12. Data Protection

Recipient shall comply with all applicable federal and Ohio state laws and regulations relating to data protection and privacy, including, without limitation, [Applicable Ohio Data Protection Laws, e.g., Ohio’s data breach notification law]. If Recipient will have access to Protected Health Information (PHI), Recipient acknowledges that the Health Insurance Portability and Accountability Act of 1996 (HIPAA) will apply and Recipient will comply with HIPAA.

13. Intellectual Property

All intellectual property created by Recipient in connection with the Project shall be owned by Discloser, and shall be considered "work for hire" under Ohio law. Recipient hereby assigns to Discloser all right, title, and interest in and to such intellectual property.

Option A: Recipient retains ownership of any pre-existing intellectual property incorporated into the Project, but grants Discloser a perpetual, non-exclusive license to use such intellectual property.

Option B: Any intellectual property created solely by Recipient shall remain Recipient's property.

14. Conflicts of Interest

Recipient represents and warrants that it has no conflicts of interest that would interfere with its ability to perform its obligations under this Agreement. Recipient shall promptly notify Discloser of any potential conflicts of interest that may arise during the term of this Agreement.

15. Compliance with Laws

Recipient shall comply with all applicable federal, state, and local laws and regulations, including any Ohio-specific regulations affecting Recipient's industry, such as licensure, background checks, or insurance requirements.

16. No Restraint of Trade

Nothing in this Agreement shall be construed to restrain Recipient's right to work or otherwise violate Ohio public policy. The restrictions contained herein are reasonable in duration, scope, and geographic limitation.

17. Entire Agreement; Amendment

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. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

18. Survivability

Sections 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive the termination of this Agreement.

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

Discloser:

[Discloser Legal Name]

By: [Discloser Authorized Representative Name]

Title: [Discloser Authorized Representative Title]

Date: [Date]

Recipient:

[Recipient Legal Name]

By: [Recipient Legal Name (if individual)] or [Recipient Authorized Representative Name]

Title: [Recipient Authorized Representative Title (if entity)]

Date: [Date]