Oklahoma independent contractor nda template

Oklahoma Independent Contractor Non-Disclosure Agreement

This Oklahoma Independent Contractor Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date of Execution] by and between [Company Name], a [State] [Entity Type, e.g., Corporation], with its principal place of business at [Company Address] ("Disclosing Party"), and [Contractor Name], residing at [Contractor Address] ("Receiving Party").

WHEREAS, Disclosing Party possesses certain Confidential Information (as defined below) relating to its business; and

WHEREAS, Receiving Party is an independent contractor engaged by Disclosing Party to perform certain services; and

WHEREAS, Disclosing Party desires to protect its Confidential Information from unauthorized disclosure or use.

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

1. Independent Contractor Status:

• Receiving Party acknowledges and agrees that this Agreement does not create an employer-employee relationship between Disclosing Party and Receiving Party.
• The relationship between Disclosing Party and Receiving Party is that of an independent contractor, and nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship. Receiving Party is solely responsible for all taxes and other obligations arising from its engagement with Disclosing Party, consistent with Oklahoma law regarding independent contractor classifications.

2. Definition of Confidential Information:

• "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, or in writing, including, but not limited to:
• Option A: Technical data, know-how, designs, specifications, formulas, processes, procedures, and improvements.
• Option B: Business plans, marketing strategies, pricing information, customer lists, and financial information.
• Option C: Proprietary software, code, algorithms, and databases.
• Option D: Any information designated as "Confidential" by Disclosing Party.
• Option E: Information regarding [Specific Project/Services].

3. Exclusions from Confidential Information:

• The obligations of confidentiality under this Agreement shall not apply to information that:
• Option A: Is or becomes publicly available through no fault of Receiving Party.
• Option B: Was rightfully known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party’s written records.
• Option C: Is rightfully received by Receiving Party from a third party without any obligation of confidentiality.
• Option D: Is independently developed by Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by Receiving Party’s written records.
• Option E: Is required to be disclosed by law, regulation, or court order, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy to minimize the scope of such disclosure; disclosure should be limited to what is legally required.

4. Use and Disclosure Restrictions:

• Receiving Party shall use the Confidential Information solely for the purpose of performing the services outlined in the Statement of Work or engagement letter with the Disclosing Party.
• Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party.
• Receiving Party shall not use the Confidential Information for its own benefit or the benefit of any third party.
• Receiving Party shall not reverse engineer, disassemble, or decompile any products, software, or technology disclosed to it by Disclosing Party.

5. Safeguards:

• Receiving Party shall take all reasonable precautions to protect the confidentiality of the Confidential Information, including, but not limited to:
• Option A: Storing Confidential Information in a secure location.
• Option B: Restricting access to Confidential Information to those employees or subcontractors who have a need to know.
• Option C: Implementing appropriate security measures to prevent unauthorized access to Confidential Information stored electronically.
• Option D: Complying with all applicable data protection laws, including any relevant Oklahoma data breach notification requirements.
• Option E: Maintaining commercially reasonable IT security controls.

6. Reporting Inadvertent Disclosure:

• Receiving Party shall immediately notify Disclosing Party upon becoming aware of any unauthorized use or disclosure of Confidential Information.
• Receiving Party shall cooperate with Disclosing Party in investigating and remedying any such unauthorized use or disclosure.

7. Duration of Confidentiality:

The obligations of confidentiality under this Agreement shall continue during the term of the engagement and for a period of [Number] years after the termination of the engagement, except for trade secrets, which shall be protected for as long as they qualify as trade secrets under the Oklahoma Uniform Trade Secrets Act.

8. Return or Destruction of Confidential Information:

Upon termination of the engagement or upon Disclosing Party's written request, Receiving Party shall promptly return to Disclosing Party all documents and other materials containing Confidential Information, including all copies thereof, or, at Disclosing Party's option, destroy such materials and certify such destruction in writing to Disclosing Party.

9. Ownership of Materials and Intellectual Property:

• Receiving Party acknowledges and agrees that Disclosing Party retains all right, title, and interest in and to the Confidential Information.
• No license or other right is granted to Receiving Party with respect to the Confidential Information, except as expressly provided in this Agreement. If the independent contractor creates any deliverables with IP rights involved, a separate agreement will specify ownership.

10. Compliance with Laws:

Receiving Party shall comply with all applicable laws and regulations, including, but not limited to, the Oklahoma Uniform Trade Secrets Act.

11. Remedies for Breach:

• Disclosing Party shall be entitled to seek injunctive relief to prevent any threatened or actual breach of this Agreement, in addition to any other remedies available at law or in equity.
• Receiving Party shall be liable for all damages, including, but not limited to, actual damages, consequential damages, and attorney's fees, resulting from any breach of this Agreement.
• Option A: Liquidated damages of [Dollar Amount].

12. Governing Law and Venue:

• This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.
• 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, Oklahoma.

13. Dispute Resolution:

• Any dispute arising out of or relating to this Agreement shall be resolved through:
• Option A: Negotiation.
• Option B: Mediation in [City, Oklahoma].
• Option C: Binding arbitration in accordance with the rules of the American Arbitration Association, with the location of arbitration in [City, Oklahoma].

14. Assignment:

This Agreement may not be assigned by Receiving Party without the prior written consent of Disclosing Party.

15. Amendment:

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

16. Severability:

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

17. 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.

18. 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.

19. Subcontractors:

If Receiving Party uses subcontractors to perform services, Receiving Party shall ensure that such subcontractors are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

20. Notice:

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered or sent by certified mail, return receipt requested, to the addresses set forth above.

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

[Company Name]

By: [Name of Company Representative]

Title: [Title of Company Representative]

[Contractor Name]

Signature: [Contractor Signature]