Oregon independent contractor nda template

Oregon Independent Contractor Non-Disclosure Agreement

This Oregon Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

• [Company/Client Legal Name], a [Business Entity Type, e.g., Oregon Corporation] with its principal place of business at [Company/Client Address] (“Disclosing Party”), and
• [Independent Contractor Legal Name], residing at [Independent Contractor Address] (“Receiving Party”).

WHEREAS, Disclosing Party possesses certain confidential information; and

WHEREAS, Disclosing Party desires to disclose such confidential information to Receiving Party in connection with the independent contractor relationship; and

WHEREAS, Receiving Party is willing to receive such confidential information and to protect the confidentiality thereof.

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

1. Independent Contractor Relationship

The parties acknowledge and agree that Receiving Party is an independent contractor and not an employee, partner, or agent of Disclosing Party. Nothing in this Agreement shall be construed to create an employment relationship. Receiving Party is solely responsible for all taxes, insurance, and other obligations relating to Receiving Party’s services, in accordance with Oregon law regarding independent contractors.

2. Definition of Confidential Information

Confidential Information means any information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by any other means, 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.

Including, but not limited to:

• Technical data, including designs, drawings, specifications, and documentation
• Business plans, marketing strategies, and financial information
• Trade secrets, as defined by the Oregon Uniform Trade Secrets Act (ORS § 646.461 et seq.)
• Client and supplier information, including contact details, pricing, and contracts
• Deliverables produced during the contract term
• Software code and proprietary methods or processes
• Pricing structures, bids, and proposals
• Any other information labeled or intended as confidential

3. Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Is or becomes publicly available through no act or omission of Receiving Party
• Was lawfully possessed by Receiving Party prior to its disclosure by Disclosing Party
• Is rightfully received by Receiving Party from a third party without any obligation of confidentiality
• Is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information
• Is required to be disclosed by law, regulation, or court order, provided that Receiving Party provides Disclosing Party with prompt written notice of such requirement to allow Disclosing Party to seek a protective order or other appropriate remedy (where lawful).

4. Permitted Use

Receiving Party shall use the Confidential Information solely for the purpose of performing the services outlined in the independent contractor agreement between the parties.

Receiving Party shall not disclose, copy, or transfer the Confidential Information to any third party, including subcontractors, unless expressly authorized in writing by Disclosing Party.

• Option A: No subcontractors are allowed.
• Option B: Subcontractors are allowed, provided they sign a confidentiality agreement with terms no less restrictive than those contained herein.

5. Security and Confidentiality

Receiving Party shall protect the confidentiality of the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than commercially reasonable care. This includes implementing and maintaining appropriate physical, electronic, and administrative safeguards to prevent unauthorized access, use, or disclosure.

Receiving Party shall comply with all applicable Oregon data protection and privacy laws.

In regulated industries (e.g., healthcare, financial services, education), Receiving Party agrees to comply with all applicable federal and Oregon specific regulations, including but not limited to HIPAA addendum for health data, FERPA for educational records, or GLBA for financial information.

6. Term

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

• Option A: One year
• Option B: Three years
• Option C: Five years
• Option D: Indefinite (for trade secrets, protection lasts as long as the information qualifies as a trade secret under Oregon law).

7. Return of Confidential Information

Upon Disclosing Party’s written request or upon termination of the independent contractor agreement, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies, extracts, and derivatives thereof, or, at Disclosing Party’s option, certify in writing the destruction of such Confidential Information.

Receiving Party shall also erase all electronic records containing Confidential Information and certify compliance with this requirement.

8. Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party in writing upon discovery of any unauthorized access, use, or disclosure of the Confidential Information.

Receiving Party shall cooperate with Disclosing Party in investigating and mitigating any such unauthorized access, use, or disclosure, including taking all reasonable steps to recover the Confidential Information. Receiving Party shall comply with Oregon data breach notification statutes (ORS § 646A.600 et seq.) if applicable.

9. Remedies

Receiving Party acknowledges that unauthorized disclosure of Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate.

Disclosing Party shall be entitled to seek injunctive relief and specific performance to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity, including, but not limited to, direct and consequential damages.

• Option A: Stipulated penalties. Receiving party agrees to pay a stipulated penalty of $[Amount] per violation of this agreement.
• Option B: No stipulated penalties.

10. Dispute Resolution and Governing Law

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 in Oregon.

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.

The exclusive venue and jurisdiction for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Oregon.

The prevailing party in any legal action shall be entitled to recover its reasonable attorney fees and costs.

11. Whistleblower Protection

Nothing in this Agreement shall prevent Receiving Party from reporting legal violations to any government agency or regulator, or from participating in any investigation or proceeding conducted by such agency or regulator, as protected by Oregon and federal law.

Nothing in this NDA restricts contractor rights to report legal violations to regulators or government agencies under Oregon or federal “whistleblower” protections, nor does it unlawfully restrict the contractor’s professional practice or violate ORS § 653.295 (restrictions on certain non-compete and non-solicit agreements).

12. Independent Contractor Status

The parties acknowledge that this Agreement is intended to protect Disclosing Party's Confidential Information and shall not be construed to create an employer-employee relationship or otherwise violate Oregon law regarding independent contractors.

13. Entire Agreement and 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 modification of this Agreement shall be valid unless in writing and signed by both parties.

14. Legal Counsel

Each party acknowledges that it has had the opportunity to seek independent legal counsel regarding this Agreement and that it enters into this Agreement voluntarily and without duress.

In the event of any ambiguity in the interpretation of this Agreement, it shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party.

15. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be accepted as original signatures pursuant to Oregon law.

The following documents are incorporated by reference into this Agreement: [List any incorporated attachments, e.g., Project Scope, List of Confidential Items].

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

Disclosing Party:

By: [Name]

Title: [Title]

Receiving Party:

By: [Name]