Pennsylvania consultant nda template

Pennsylvania Consultant Nondisclosure Agreement

This Pennsylvania Consultant Nondisclosure Agreement (this "Agreement") is made and effective as of [Effective Date], by and between [Company Name], a company organized under the laws of Pennsylvania, with its principal place of business at [Company Address] ("Company"), and [Consultant Name], an independent consultant residing at [Consultant Address] ("Consultant").

1. Definition of Confidential Information

Option A: Broad Definition

"Confidential Information" means any and all information disclosed by Company to Consultant, or to which Consultant gains access, in any form (oral, written, electronic, visual, or by observation), during the term of this Agreement, relating to Company’s business, including, but not limited to, intellectual property, trade secrets (as defined under the Pennsylvania Uniform Trade Secrets Act ("PUTSA")), proprietary business strategies, client and vendor lists, financial information, technical data, project deliverables, processes, business operations, marketing data, software code, inventions, know-how, sample materials, contracts, and other sensitive information.

Option B: Specific Definition

"Confidential Information" means only the following information disclosed by Company to Consultant: [Specific List of Information]. This includes trade secrets as defined under PUTSA.

2. Exclusions from Confidentiality

Option A: Standard Exclusions

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

• Is or becomes generally available to the public other than as a result of a disclosure by Consultant in violation of this Agreement;
• Was known to Consultant prior to its disclosure by Company, as evidenced by Consultant’s written records;
• Is independently developed by Consultant without use of or reference to the Confidential Information;
• Is rightfully received by Consultant from a third party who is not bound by any duty of confidentiality to Company; or
• Is required to be disclosed by court order, subpoena, or government regulation, provided that Consultant provides Company with prompt written notice prior to such disclosure and reasonably cooperates with Company to limit the scope of such disclosure.

Option B: Modified Exclusions

Same as Option A, but add:

• Information approved for release in writing by an authorized representative of the Company.

3. Use of Confidential Information

Option A: Limited Use

Consultant shall use the Confidential Information solely for the purpose of performing the consulting services as defined in [Reference to Consulting Agreement or Scope of Work]. Consultant shall not use or exploit the Confidential Information for any other purpose, including, but not limited to, gaining a competitive advantage or benefiting any third party.

Option B: No Reverse Engineering

Same as Option A, and adds:

Consultant shall not reverse engineer, decompile, or disassemble any Confidential Information.

4. Protection of Confidential Information

Option A: Reasonable Care

Consultant shall use at least reasonable care to protect the Confidential Information from unauthorized use, duplication, transmission, or disclosure.

Option B: Higher Standard of Care

Consultant shall use the same degree of care that Consultant uses to protect its own confidential information of like kind, but in no event less than industry-standard security protocols, to prevent unauthorized use, duplication, transmission, or disclosure. This includes storage and handling protocols suitable for electronically stored information under Pennsylvania law.

Consultant shall:

• Limit access to the Confidential Information to its employees or contractors who have a need to know such Confidential Information for the purpose of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• Maintain secure methods for storing digital and hardcopy materials containing Confidential Information.
• Implement reasonable restrictions on remote access to Confidential Information.
• Use secure protocols for transmission of sensitive data.
• Not reproduce the Confidential Information except as strictly necessary for the engagement.

5. Term of Confidentiality

Option A: Fixed Term

The obligations of confidentiality under this Agreement shall continue during the term of the consulting relationship and for [Number] years after the termination or completion thereof.

Option B: Perpetual for Trade Secrets

The obligations of confidentiality under this Agreement shall continue during the term of the consulting relationship and shall continue perpetually for information that constitutes a trade secret under PUTSA. For all other Confidential Information, the obligations shall continue for [Number] years after the termination or completion thereof.

6. Return or Destruction of Confidential Information

Option A: Upon Request

Upon Company’s written request, or upon termination or completion of the consulting relationship, Consultant shall promptly return, delete, or destroy all Confidential Information, including all copies, notes, and derivations thereof, in Consultant’s possession or control. Consultant shall certify in writing to Company that Consultant has complied with this Section.

Option B: Scheduled Destruction

Same as Option A, but adds:

If destruction is chosen by the Consultant, destruction will be performed in a manner that renders the information permanently unreadable.

7. Notification of Unauthorized Disclosure

Option A: Immediate Notification

Consultant shall immediately notify Company in writing upon becoming aware of any actual or reasonably suspected unauthorized access, disclosure, or loss of Confidential Information. Consultant shall fully cooperate with Company in any investigation, damage mitigation, and remedial actions related to such unauthorized access, disclosure, or loss.

Option B: Notification and Cooperation

Same as Option A, and adds:

Consultant shall permit Company to involve Pennsylvania authorities where applicable.

8. Remedies

Option A: Standard Remedies

Company shall be entitled to injunctive relief and other equitable remedies to prevent or restrain any breach or threatened breach of this Agreement by Consultant, in addition to any other remedies available at law or equity. Monetary damages may be inadequate to compensate Company for a breach of this Agreement.

Option B: Expanded Remedies

Same as Option A, and adds:

Company shall be entitled to recover its actual damages, including reasonable attorney’s fees, incurred as a result of any breach of this Agreement by Consultant. Company may also be entitled to punitive damages where applicable under Pennsylvania law.

9. Non-Circumvention and Non-Solicitation (Optional)

Option A: Limited Non-Solicitation

During the term of this Agreement and for a period of [Number] years after termination, Consultant shall not, directly or indirectly, solicit for employment or consulting services any employee of Company or solicit any client of Company with whom Consultant had contact during the term of this Agreement. This clause is intended to be reasonable and enforceable under Pennsylvania law. It does not prevent the Consultant from practicing their trade.

Option B: No Non-Circumvention

This Agreement does not contain any non-circumvention or non-solicitation provisions.

10. Governing Law and Venue

Option A: Pennsylvania Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The exclusive venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located in [County] County, Pennsylvania.

Option B: Specific Court

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The exclusive venue for any dispute arising out of or relating to this Agreement shall be in the Court of Common Pleas of [County] County, Pennsylvania.

11. Dispute Resolution

Option A: Negotiation and Mediation

The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement 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 [City], Pennsylvania, using 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 in [City], Pennsylvania. The arbitrator’s decision shall be final and binding on the parties.

12. Independent Contractor Relationship

Option A: Standard Clause

Consultant is an independent contractor of Company, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. The terms of this NDA are specifically tailored to this consulting relationship and do not automatically apply employment law principles (e.g., assignment of inventions, employee protection statutes).

Option B: Expanded Clause

Consultant is an independent contractor of Company. Consultant shall be solely responsible for all taxes, insurance, and other expenses related to Consultant’s services. Company shall not be responsible for withholding any taxes from payments made to Consultant. The terms of this NDA are specifically tailored to this consulting relationship and do not automatically apply employment law principles (e.g., assignment of inventions, employee protection statutes).

13. Representations and Warranties

Option A: No Conflicts

Consultant represents and warrants that Consultant’s compliance with this Agreement does not conflict with any other existing agreements or obligations.

Option B: Due Diligence

Consultant represents and warrants that they have performed reasonable due diligence to ensure their compliance with this agreement will not violate any existing agreements.

14. Data Privacy and Security

Option A: Compliance with Laws

Consultant shall comply with all applicable Pennsylvania data privacy, breach notification, and cybersecurity laws, as well as any applicable federal data protection laws if sensitive regulated data (such as PHI, PII, or financial data) is involved.

Option B: Specific Compliance

Consultant shall comply with the Pennsylvania Breach of Personal Information Notification Act and all other applicable Pennsylvania data privacy laws, as well as HIPAA, GDPR, or GLBA if applicable to the Confidential Information disclosed.

15. Integration, Amendment, and Waiver

Option A: Standard Clause

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

Option B: Electronic Signatures

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 to this Agreement shall be effective unless it is in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced. This agreement may be executed in counterparts, including electronic signatures.

16. Severability

Option A: Standard Clause

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.

Option B: Modification

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

17. Counterparts

Option A: Standard Clause

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.

Option B: Electronic Signatures

This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18. Notices

Option A: Standard Clause

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

Option B: Email

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, sent by reputable overnight courier service to the addresses set forth above, or sent by email to [Company Email] and [Consultant Email], respectively, with confirmation of receipt.

19. Industry-Specific Requirements (Optional)

Option A: None

This agreement is not subject to any additional industry-specific requirements.

Option B: HIPAA

If the Confidential Information includes Protected Health Information (PHI) as defined by HIPAA, Consultant shall comply with all applicable provisions of HIPAA and the Health Information Technology for Economic and Clinical Health (HITECH) Act.

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

[Company Name]

By: [Company Representative Name]

Title: [Company Representative Title]

[Consultant Name]

By: [Consultant Signature]