Ohio independent contractor nda template

Ohio Independent Contractor Non-Disclosure Agreement

This Ohio Independent Contractor Non-Disclosure Agreement ("Agreement") is made and effective as of [Date] by and between [Disclosing Party Legal Name], located at [Disclosing Party Address] ("Disclosing Party"), and [Independent Contractor Legal Name], located at [Independent Contractor Address] ("Independent Contractor").

Purpose: This Agreement is intended to protect the Confidential Information of the Disclosing Party, as defined herein.

Definition of Confidential Information: "Confidential Information" means any and all information disclosed by the Disclosing Party to the Independent Contractor, whether orally, in writing, electronically, or by any other means, that relates to the Disclosing Party's business, including, but not limited to:

• Company proprietary data, including trade secrets as defined under Ohio Revised Code §1333.61 et seq.
• Technical information, including designs, formulas, and processes.
• Business methods, financial data, customer and vendor lists, pricing, marketing and business plans, project details, software code.
• Information received from clients or partners.
• All disclosures made in written, oral, visual, or electronic form during the term of the Independent Contractor's engagement.

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

• Is or becomes publicly available through no fault of the Independent Contractor.
• Was rightfully in the Independent Contractor's possession prior to its disclosure by the Disclosing Party.
• Is independently developed by the Independent Contractor without use of or reference to the Disclosing Party's Confidential Information.
• Is lawfully obtained by the Independent Contractor from a third party who is not bound by any confidentiality obligation to the Disclosing Party.
• Is required to be disclosed by court order, subpoena, or other legal or regulatory authority, provided that the Independent Contractor provides prompt notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Use and Disclosure Restrictions:

• The Independent Contractor agrees to use the Confidential Information solely for the purpose of fulfilling the scope of work/services under the [Underlying Agreement Name] and shall not use the Confidential Information for any other purpose.
• The Independent Contractor shall not disclose, sell, publish, or otherwise transfer any Confidential Information to any third party without the Disclosing Party's prior written consent.

Protection of Confidential Information:

• The Independent Contractor shall take commercially reasonable steps to protect the Confidential Information from unauthorized access, use, or disclosure.
• These steps shall include, but are not limited to:
  • Restricting access to the Confidential Information to those employees, agents, or subcontractors who have a need to know in order to perform the services under [Underlying Agreement Name].
  • Implementing secure storage for all physical and electronic Confidential Information.
  • Using secure transmission methods for transmitting Confidential Information.
  • Preventing unauthorized copying or recording of Confidential Information.

Term:

• Option A: The obligations under this Agreement shall continue for a period of [Number] years following the termination of the [Underlying Agreement Name].
• Option B: With respect to information that constitutes a "trade secret" under Ohio law, the obligations under this Agreement shall continue for as long as such information qualifies as a trade secret under Ohio Revised Code §1333.61 et seq.

Return or Destruction of Confidential Information:

• Upon termination of the [Underlying Agreement Name] or upon the Disclosing Party's request, the Independent Contractor shall promptly return or permanently destroy all physical and electronic Confidential Information, including all copies, summaries, and derivative works.
• The Independent Contractor shall certify in writing to the Disclosing Party that all Confidential Information has been returned or destroyed in accordance with this section.

Notification of Unauthorized Disclosure: The Independent Contractor shall immediately notify the Disclosing Party of any actual or suspected unauthorized disclosure, loss, or misuse of the Confidential Information. Such notification shall include the nature and scope of the breach, and the Independent Contractor shall cooperate fully with the Disclosing Party in any investigation or remedial action.

Consequences of Breach:

• The Independent Contractor acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party.
• The Disclosing Party shall be entitled to seek injunctive relief to prevent any further breach of this Agreement.
• The Independent Contractor shall be liable for all direct, indirect, and consequential damages resulting from any breach of this Agreement, including reasonable attorneys' fees and costs, as permitted by Ohio law.
• Option A: Liquidated Damages: In addition to other remedies, the Independent Contractor agrees to pay \$[Dollar Amount] as liquidated damages for each breach of this Agreement. (Note: This is difficult to enforce; review enforceability under Ohio law).

Non-Circumvention/Non-Solicitation (If Applicable):

• Option A (Non-Circumvention): The Independent Contractor agrees not to directly or indirectly circumvent the Disclosing Party's relationships with its customers or vendors for a period of [Number] years following the termination of the [Underlying Agreement Name].
• Option B (Non-Solicitation): The Independent Contractor agrees not to solicit, recruit, or hire any employee or contractor of the Disclosing Party or solicit any customer of the Disclosing Party for a period of [Number] years following the termination of the [Underlying Agreement Name]. This provision is narrowly tailored and designed to protect legitimate business interests of the Disclosing Party and not to function as an unlawful non-compete.

Relationship to Underlying Agreement: This Agreement is supplemental to and does not supersede the [Underlying Agreement Name]. Nothing in this Agreement shall be construed to create an employment or partnership relationship between the parties, nor shall it grant the Independent Contractor any intellectual property rights in the Confidential Information, unless otherwise expressly set forth in the [Underlying Agreement Name].

Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the courts located in [County Name] County, Ohio.

• Option A: Mediation: Prior to initiating any legal action, the parties agree to participate in good faith mediation in [City Name], Ohio, with a mediator mutually agreed upon by the parties.
• Option B: Arbitration: Any dispute arising out of or relating to this agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

Acknowledgement of Legal Counsel: The Independent Contractor acknowledges that they have had the opportunity to consult with legal counsel prior to signing this Agreement.

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

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.

No Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

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

Compliance with Ohio Law: This Agreement is intended to comply with all applicable laws and regulations of the State of Ohio, including but not limited to Ohio Revised Code §1333.61 et seq. (Ohio Uniform Trade Secrets Act). The parties agree to cooperate in good faith to modify this Agreement as necessary to ensure compliance with any changes in Ohio law. If the Independent Contractor accesses protected personal information, the parties will adhere to standards set forth in Ohio's Data Protection Act, as applicable.

Signatures:

• Disclosing Party:
  ____________________________
  [Disclosing Party Representative Name]
  [Disclosing Party Title]
• Independent Contractor:
  ____________________________
  [Independent Contractor Name]