Rhode Island consultant nda template

Rhode Island Consultant Nondisclosure Agreement

This Consultant Nondisclosure Agreement (this “Agreement”) is made and effective as of [Date],

BETWEEN:

[Company Name], a [State] corporation with its principal place of business at [Company Address] (“Company”),

AND:

[Consultant Name], an individual residing at [Consultant Address] or a [State] [Entity Type] with its principal place of business at [Consultant Address] (“Consultant”).

WHEREAS, Company possesses certain Confidential Information (as defined below) that it desires to protect from unauthorized disclosure; and

WHEREAS, Consultant will be providing consulting services to Company, and in connection with such services, may have access to Confidential Information.

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

1. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by Company to Consultant, whether orally, in writing, electronically, or by any other means, that relates to Company’s past, present, or future business activities, products, services, technical data, trade secrets (as defined under the Rhode Island Uniform Trade Secrets Act, RIGL § 6-41), know-how, processes, designs, formulas, software, customer lists, vendor lists, financial information, marketing plans, business plans, and any other information that Company treats as confidential. Confidential Information also includes information received from third parties that Company is obligated to treat as confidential. Project-specific information, process documentation, business forecasts, financial statements, and any unpublished intellectual property are included as well.

• Option A: Confidential Information specifically includes [Specific types of information to include].
• Option B: Confidential Information does not include information related to [Specific types of information to exclude, within legal limits].

2. Exclusions from Confidentiality

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 or its Representatives in violation of this Agreement;
• was rightfully in Consultant’s possession prior to its disclosure by Company, as demonstrated by Consultant’s contemporaneous written records;
• is rightfully received by Consultant from a third party who is not under any obligation of confidentiality to Company; or
• is required to be disclosed by law, regulation, court order, or valid subpoena, provided that Consultant provides Company with prompt written notice of such requirement (to the extent legally permissible) so that Company may seek a protective order or other appropriate remedy. If such protective order is not obtained, Consultant shall only disclose that portion of the Confidential Information that it is legally required to disclose and shall exercise reasonable efforts to ensure that such information is treated confidentially.

3. Permitted Use

Consultant shall use the Confidential Information solely for the purpose of performing the consulting services as described in the Consultant Services Agreement dated [Date of Consultant Services Agreement] (the “Services Agreement”) and for no other purpose whatsoever. Consultant shall not use the Confidential Information for its own benefit, for the benefit of any third party, or for any purpose other than as expressly authorized in writing by Company.

• Option A: Consultant is specifically permitted to use the Confidential Information to [Specific permitted uses beyond the primary purpose].
• Option B: Consultant is expressly prohibited from using the Confidential Information to [Specific prohibited uses].

4. Security Measures

Consultant shall implement and maintain commercially reasonable security measures, consistent with industry standards in Rhode Island, to protect the confidentiality of the Confidential Information, including, but not limited to:

• Maintaining physical and digital access controls to prevent unauthorized access to the Confidential Information.
• Using data encryption where appropriate to protect the Confidential Information from unauthorized access.
• Implementing and enforcing policies and procedures for the protection of the Confidential Information, including policies regarding the use of subcontractors or team members.
• Ensuring secure document management and storage practices.

• Option A: Consultant shall implement the following specific security measures: [List of specific security measures].
• Option B: Consultant is not required to implement [Specific security measures not required].

5. Disclosure to Employees and Agents

Consultant may disclose the Confidential Information only to its employees, agents, and subcontractors (collectively, “Representatives”) who have a need to know the Confidential Information for the purpose of performing the consulting services under the Services Agreement. Consultant shall ensure that all such Representatives are bound by confidentiality obligations no less restrictive than those contained in this Agreement. Consultant shall be liable for any breach of this Agreement by its Representatives. Prior written consent from [Name] at [Company Name] must be obtained before disclosing information to any third party.

• Option A: Consultant is not permitted to disclose the Confidential Information to any Representatives without Company’s prior written consent.
• Option B: Consultant must obtain a signed confidentiality agreement from each Representative prior to disclosing Confidential Information.

6. Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until [Date]. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement and the termination of the Services Agreement for a period of [Number] years, except with respect to trade secrets, which shall be protected indefinitely as per Rhode Island law.

• Option A: The confidentiality obligations with respect to trade secrets shall not be indefinite and shall terminate on [Date].
• Option B: The confidentiality obligations shall terminate immediately upon termination of the Services Agreement.

7. Return of Confidential Information

Upon the termination of this Agreement or upon Company’s written request, Consultant shall promptly return to Company all Confidential Information in its possession or control, including all copies, extracts, and summaries thereof, or, at Company’s option, shall destroy such Confidential Information and certify such destruction in writing to Company.

• Option A: Consultant is permitted to retain one copy of the Confidential Information for archival purposes, subject to continued confidentiality obligations.
• Option B: Electronic Confidential Information must be securely and irretrievably deleted.

8. Notice of Breach

Consultant shall immediately notify Company in writing of any actual or suspected breach of this Agreement or any unauthorized use or disclosure of the Confidential Information. Consultant shall cooperate fully with Company in any investigation or remediation efforts undertaken by Company in connection with such breach or unauthorized use or disclosure. Consultant must immediately mitigate any breach.

9. Remedies

Consultant acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Company for which monetary damages would be inadequate. Accordingly, Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain any breach or threatened breach of this Agreement. Company shall also be entitled to recover its reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

• Option A: Consultant’s liability for breach shall be limited to [Dollar Amount].
• Option B: Consultant agrees to pay liquidated damages of [Dollar Amount] per breach.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• The parties shall first attempt to resolve the dispute through good faith negotiations.
• If the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation in Rhode Island. The mediator shall be selected by mutual agreement of the parties.
• If the dispute is not resolved through mediation, the parties may pursue binding arbitration in Rhode Island in accordance with the rules of the American Arbitration Association or file a civil action in the state or federal courts located in Providence County, Rhode Island. Consultant waives the right to a jury trial.

• Option A: All disputes shall be resolved exclusively through binding arbitration in Rhode Island.
• Option B: Company has sole discretion to choose arbitration or litigation.

11. Compliance with Laws

Consultant shall comply with all applicable laws and regulations, including, but not limited to, Rhode Island data privacy laws and any industry-specific confidentiality regulations (e.g., HIPAA, GLBA, FERPA). Consultant acknowledges that federal laws may preempt state law in some instances.

12. No License or Transfer of Rights

Nothing in this Agreement shall be construed as granting Consultant any license or other rights to use the Confidential Information, including any intellectual property rights. The disclosure of Confidential Information does not transfer any ownership rights to the consultant.

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

14. 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.

15. Governing Law

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

16. Subcontracting

Consultant shall not subcontract any of its obligations under the Services Agreement that would involve access to Confidential Information without Company’s prior written consent. Any such subcontractor shall be required to enter into a confidentiality agreement with Company containing terms and conditions no less restrictive than those contained in this Agreement and must also maintain standards equivalent to those under Section 4.

17. Electronic Signatures

The parties agree that electronic signatures shall be legally binding and enforceable under the Rhode Island Uniform Electronic Transactions Act.

18. Independent Consultant

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

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

[Company Name]

By: [Name]

Title: [Title]

[Consultant Name]

By: [Name]

Title (if applicable): [Title]