Pennsylvania independent contractor nda template

Pennsylvania Independent Contractor Non-Disclosure Agreement

This Pennsylvania Independent Contractor Non-Disclosure Agreement ("Agreement") is made and effective as of this [Date], by and between:

[Company/Individual Name], with a business address at [Business Address], hereinafter referred to as "Discloser," and

[Contractor Name], an independent contractor residing at [Contractor Address], and if applicable, doing business as [DBA Name], hereinafter referred to as "Contractor."

WHEREAS, Discloser possesses certain confidential information; and

WHEREAS, Contractor is an independent contractor and not an employee, agent, or partner of the Discloser, and is being engaged to perform certain services for Discloser; and

WHEREAS, in connection with the performance of such services, Discloser may disclose Confidential Information to Contractor; and

WHEREAS, Discloser desires to protect the confidentiality of its Confidential Information.

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

Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Discloser to Contractor, whether orally, in writing, electronically, visually, or in any other form, that relates to Discloser’s business, including, but not limited to, proprietary business processes, company technologies, trade secrets as defined by the Pennsylvania Uniform Trade Secrets Act (PUTSA), client lists, supplier details, financial data, marketing strategies, software code, technical documentation, business plans, and any data, drawings, samples, or reports.

Option B: "Confidential Information" means specific information relating to the project described as [Project Description], including but not limited to [List Specific Items, e.g., source code, customer data, pricing strategies].

Exclusions from Confidential Information

Option A: 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 Contractor or its representatives in violation of this Agreement;
• was known by Contractor prior to its disclosure by Discloser, as demonstrated by documentation;
• is rightfully received by Contractor from a third party without breach of any obligation of confidentiality; or
• is required to be disclosed pursuant to a court order, subpoena, or applicable law; provided that Contractor gives Discloser reasonable advance written notice to allow Discloser to seek a protective order or other appropriate remedy (unless prohibited by law).

Option B: Confidential Information does not include information Contractor independently develops, demonstrable by written documentation created prior to receiving Discloser’s information.

Permitted Use

Option A: Contractor shall use the Confidential Information solely for the purpose of performing the services as expressly defined in the Independent Contractor Agreement dated [Date of Independent Contractor Agreement], and for no other purpose whatsoever.

Option B: Contractor shall not use the Confidential Information for its own benefit, the benefit of any third party, or for any business purpose other than the completion of the [Project Name] as defined in the Contractor Agreement.

Protection of Confidential Information

Option A: Contractor shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. Contractor shall implement and maintain reasonable and appropriate administrative, physical, and technical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, including password protection, access controls, and secure data transmission in accordance with applicable Pennsylvania data privacy and breach notification statutes.

Option B: Contractor agrees to store all Confidential Information on encrypted devices and to utilize secure transmission methods when communicating with Discloser. All physical documents containing Confidential Information will be stored in a locked location when not in use.

Duration of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the services provided by Contractor and for a period of [Number] years thereafter.

Option B: With respect to any Confidential Information that constitutes a trade secret under the PUTSA, the obligations of confidentiality shall continue for as long as such information remains a trade secret under applicable law.

Return or Destruction of Confidential Information

Option A: Upon the completion, termination, or expiration of the Independent Contractor Agreement, or at any time upon Discloser's written request, Contractor shall promptly return to Discloser all Confidential Information, including all copies, extracts, and other reproductions thereof, in Contractor’s possession or control. If return is not feasible, Contractor shall securely destroy all such Confidential Information and provide Discloser with a written certification of such destruction.

Option B: Contractor shall, at Discloser’s option, either return or destroy all tangible embodiments of the Confidential Information, including electronic files, within [Number] days of the termination of the services. Contractor must then certify in writing that they have completed the tasks mentioned.

Notification of Breach

Option A: Contractor shall immediately notify Discloser in writing upon becoming aware of any breach of this Agreement, or any unauthorized disclosure, suspected loss, or compromise of Confidential Information. Contractor shall fully cooperate with Discloser in investigating and mitigating any such incident, in accordance with applicable Pennsylvania notification laws.

Option B: In the event of any suspected data breach, Contractor must immediately contact Discloser at [Phone Number] and [Email Address].

Remedies for Breach

Option A: Contractor acknowledges that any breach of this Agreement may cause irreparable harm to Discloser for which monetary damages may be inadequate. Accordingly, Discloser shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any monetary damages and reasonable attorney’s fees available at law or in equity.

Option B: Contractor shall be liable for monetary damages, including direct, indirect, incidental, special, and consequential damages, resulting from any breach of this agreement. In addition, Contractor is responsible for Discloser's reasonable attorney fees.

Whistleblower Protections

Nothing in this Agreement shall be construed to prevent Contractor from reporting possible violations of law or regulation to any governmental agency or entity, including reporting criminal activity, or otherwise exercising whistleblower protections under applicable federal or Pennsylvania statutes. Contractor is not required to provide prior notice to Discloser of any such reporting.

Independent Contractor Relationship

This Agreement does not create an employment, agency, or partnership relationship between Discloser and Contractor. Contractor is not entitled to any employee benefits from Discloser, and Discloser is not responsible for withholding taxes from any payments made to Contractor.

Choice of Law and Jurisdiction

Option A: 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. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the state or federal courts located in [County Name] County, Pennsylvania, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Option B: The laws of Pennsylvania will be used to settle any disputes over the terms and conditions of this agreement.

Alternative Dispute Resolution

Option A: The parties agree to first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation. If negotiation fails, the parties may submit to mediation in accordance with the rules of the American Arbitration Association, with the mediation to take place in [City, Pennsylvania].

Option B: Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be [City, Pennsylvania].

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.

Assignment

Contractor may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Discloser.

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.

Amendment

No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

Sector-Specific Compliance

If the services provided by Contractor involve access to protected health information (PHI), Contractor shall comply with the requirements of the Health Insurance Portability and Accountability Act (HIPAA) and the Pennsylvania Confidentiality of Health Records Act, as applicable.

Data Breach Notification

Contractor shall comply with all applicable Pennsylvania data breach notification laws in the event of a security breach involving personally identifiable information (PII) accessed or maintained by Contractor in connection with the services provided under this Agreement.

Disclosure to Professionals

Contractor may disclose Confidential Information to its legal counsel or accountants, provided that such professionals are bound by a duty of confidentiality. Contractor shall provide Discloser with written notice of any such disclosure.

Notices

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, addressed as follows:

If to Discloser: [Discloser's Mailing Address]

If to Contractor: [Contractor's Mailing Address]

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

[Company/Individual Name] (Discloser)

By: [Printed Name of Authorized Representative]

Title: [Title of Authorized Representative, if applicable]

Date: [Date]

[Contractor Name] (Contractor)

By: [Printed Name of Contractor]

Title: [Title, if applicable]

Date: [Date]

(Optional Notary Acknowledgment - Pennsylvania practice may vary)

State of Pennsylvania, County of [County Name]

On this [Day] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said County and State, personally appeared [Name of Discloser Representative], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the entity upon behalf of which the person acted, executed the instrument.

Witness my hand and official seal.

[Notary Public Signature]

[Notary Public Printed Name]

My Commission Expires: [Date]

(Repeat Notary Acknowledgment for Contractor if both parties require notarization)