Oregon consultant nda template

Oregon Consultant Non-Disclosure Agreement

This Oregon Consultant Non-Disclosure Agreement (this "Agreement") is made and effective as of [Date], by and between [Disclosing Party Name], residing at [Disclosing Party Address] ("Disclosing Party"), and [Receiving Party Name], residing at [Receiving Party Address] ("Receiving Party").

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, that relates to the Disclosing Party's business, including, but not limited to: proprietary technology and methodologies, research data, software source code, business strategies, project proposals, financial records, pricing information, supplier/vendor and client lists, technical specs, marketing and sales plans, internal communications, professional know-how, inventions, designs, processes, and any other non-public materials (in any form: written, electronic, verbal or visual) provided in connection with the consulting engagement.

Option B: “Confidential Information” means only that information specifically designated as confidential in writing by the Disclosing Party at the time of disclosure.

2. Exclusions from Confidential Information

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

• Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party.
• Was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.
• Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Option B: The obligations under this Agreement shall not apply to any information that is required to be disclosed by law or valid court order; provided, however, that the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement and shall cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy.

3. Purpose

Option A: The Receiving Party shall use the Confidential Information solely for the purpose of performing services under the Consulting Agreement dated [Date of Consulting Agreement], relating to [Brief Description of Consulting Work].

Option B: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating the Disclosing Party's proposal as described in the Request for Proposal (RFP) dated [Date of RFP].

The Receiving Party shall not use the Confidential Information for any other purpose, or for the direct or indirect benefit of the Receiving Party or any third party.

4. Confidentiality Obligations

Option A: The Receiving Party shall maintain the Confidential Information in strict confidence and shall protect the Confidential Information from unauthorized use, dissemination, or disclosure. The Receiving Party shall exercise at least the same degree of care in protecting the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

Option B: The Receiving Party shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to:

• Secure transmission and storage methods.
• Controlled access to Confidential Information.
• Encryption where practical and appropriate.
• Limiting duplication or copying.
• Implementing proper chain-of-custody procedures.

5. Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years following the termination of the Consulting Agreement.

Option B: With respect to trade secrets as defined under the Oregon Trade Secrets Act, ORS 646.461–646.475, the confidentiality obligations under this Agreement shall continue indefinitely.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this section.

7. Notice of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information, or any other breach of this Agreement, and shall cooperate fully with the Disclosing Party in any effort to mitigate the effects of such breach.

8. Responsibility for Representatives

The Receiving Party shall be responsible for any breach of this Agreement by its representatives, employees, agents, or subcontractors.

9. Remedies

Option A: The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity, including actual damages and statutory damages where applicable.

Option B: In the event of a breach of this Agreement, the Receiving Party shall be liable for all direct, indirect, incidental, special, consequential, and punitive damages suffered by the Disclosing Party as a result of such breach.

10. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, Oregon]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the [Oregon Arbitration Association / JAMS / AAA], and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Option B: All disputes arising out of or relating to this Agreement shall be resolved exclusively by the state and federal courts located in [County Name], Oregon, and each party consents to the personal jurisdiction and venue of such courts.

11. Governing Law

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

12. Independent Contractor

The parties acknowledge and agree that the Receiving Party is an independent contractor and that this Agreement does not create any employment, partnership, joint venture, or other agency relationship between the parties.

13. Compliance with Oregon Statutes and Regulations

The Receiving Party shall comply with all applicable Oregon statutes and regulations, including, but not limited to, ORS Chapter 646 (Oregon Uniform Trade Secrets Act) and ORS 646A.600–646A.628 (Oregon Consumer Information Protection Act).

14. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

15. Severability

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

16. 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.

17. Amendment

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

18. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

19. Representations and Warranties

The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to the Receiving Party.

*Option if required*: The Receiving party acknowledges that this NDA does not create any obligation on the Disclosing Party to provide work for the Receiving Party.

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

Disclosing Party:

By: [Disclosing Party Name]

Title: [Disclosing Party Title]

Entity (if applicable): [Disclosing Party Entity]

Address: [Disclosing Party Address]

Receiving Party:

By: [Receiving Party Name]

Title: [Receiving Party Title]

Entity (if applicable): [Receiving Party Entity]

Address: [Receiving Party Address]