Rhode Island independent contractor nda template

Rhode Island Independent Contractor Non-Disclosure Agreement (NDA)

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

• [Disclosing Party Name], residing at [Disclosing Party Address], with contact number [Disclosing Party Phone Number] and email address [Disclosing Party Email Address], (hereinafter referred to as "Disclosing Party")

and

• [Contractor Name], residing at [Contractor Address], with contact number [Contractor Phone Number] and email address [Contractor Email Address], (hereinafter referred to as "Contractor"). If Contractor is a business, its business name is [Contractor Business Name], located at [Contractor Business Address].

WHEREAS, Disclosing Party possesses certain Confidential Information (as defined below); and

WHEREAS, Disclosing Party desires to disclose such Confidential Information to Contractor in connection with Contractor's performance of services as an independent contractor.

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 Disclosing Party to Contractor, whether orally, visually, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. This includes, but is not limited to:

• Client data
• Trade secrets as defined by Rhode Island law (R.I. Gen. Laws § 6-41-1 et seq.)
• Proprietary business methods
• Pricing structures
• Marketing strategies
• Operational details
• Technical information
• Software code
• Inventions, formulas, business and financial data
• Internal policies
• Third-party data shared with the Contractor
• All forms of electronic, written, oral, and visual disclosure
• Any information specifically designated as confidential

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes publicly known through no fault of Contractor.
• Is independently developed by Contractor without reference to the Confidential Information.
• Is lawfully received by Contractor from a third party without breach of any confidentiality obligation.
• Is required to be disclosed by a valid Rhode Island court order, subpoena, or other legal process, provided that Contractor gives Disclosing Party prompt written notice of such required disclosure to allow Disclosing Party to seek a protective order or other appropriate remedy (where legally permissible).

3. Use of Confidential Information

• Contractor shall use the Confidential Information solely for the purpose of performing the services described in the Independent Contractor Agreement, specifically [Description of Services].
• Contractor shall not use the Confidential Information for any other purpose whatsoever, including, but not limited to, developing competing products or services.

4. Protection of Confidential Information

Contractor shall take all reasonable and industry-appropriate measures to protect the confidentiality of the Confidential Information, including, but not limited to:

• Maintaining password protection on all electronic devices and systems.
• Implementing access control protocols to restrict access to the Confidential Information to only those individuals who have a need to know for the performance of the services.
• Securely handling all physical and digital records containing the Confidential Information.
• Compliance with minimum regulatory standards for data protection if health or financial data is involved (e.g., HIPAA, GLBA).
• Ensuring training and awareness of confidentiality obligations for Contractor and any permitted subcontractors.

5. Non-Disclosure to Third Parties

• Contractor shall not disclose the Confidential Information to any third party, including any agents, representatives, or subcontractors, without the prior written consent of Disclosing Party.
• If Disclosing Party consents to disclosure to a subcontractor, Contractor shall ensure that such subcontractor is bound by a written agreement containing confidentiality provisions no less restrictive than those contained herein.

6. Term of Confidentiality

• The obligations of confidentiality under this Agreement shall continue during the term of the Independent Contractor Agreement and for a period of:
• Option A: Three (3) years after the termination of the Independent Contractor Agreement.
• Option B: Five (5) years after the termination of the Independent Contractor Agreement.
• Option C: Permanently with respect to trade secrets as defined under R.I. Gen. Laws § 6-41-1 et seq. (Rhode Island Uniform Trade Secrets Act).

7. Return of Confidential Information

• Upon the completion of services, termination of the Independent Contractor Agreement, or at Disclosing Party's written request, Contractor shall promptly return to Disclosing Party all Confidential Information, including all hard copies, electronic records, and derivative works containing the Confidential Information.
• Alternatively, at Disclosing Party's option, Contractor shall destroy all such Confidential Information and provide Disclosing Party with written certification of such destruction.

8. Notice of Unauthorized Disclosure

• Contractor shall promptly notify Disclosing Party in writing of any unauthorized disclosure, suspected breach, or legal request for Confidential Information.
• Contractor shall cooperate fully and at Contractor's expense in any legal or remedial action taken by Disclosing Party to prevent further disclosure or use of the Confidential Information.

9. Remedies for Breach

• Contractor acknowledges that any breach of this Agreement will cause irreparable harm to Disclosing Party for which monetary damages may be inadequate.
• Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.
• Contractor shall indemnify Disclosing Party for any actual damages, including reasonable attorneys' fees and expenses, incurred by Disclosing Party as a result of Contractor's breach of this Agreement.
• Option A: Liquidated Damages: In the event of a breach, Contractor shall pay to Disclosing Party liquidated damages in the amount of [Dollar Amount], acknowledging that the actual damages are difficult to ascertain.

10. Non-Circumvention

Contractor agrees not to circumvent Disclosing Party’s business relationships using the Confidential Information disclosed.

11. No Employment Relationship

This Agreement does not create an employment relationship between Disclosing Party and Contractor. Contractor is an independent contractor, and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency.

12. Intellectual Property

• Option A: Work Made for Hire: All deliverables incorporating Confidential Information shall be considered "work made for hire" under Rhode Island and federal copyright law, and Disclosing Party shall own all right, title, and interest in and to such deliverables.
• Option B: Assignment of Inventions: Contractor hereby assigns to Disclosing Party all right, title, and interest in and to any inventions, discoveries, or improvements conceived or made by Contractor in connection with the performance of the services that incorporate or are derived from the Confidential Information.

13. Required Notices

• Contractor acknowledges that Disclosing Party may pursue all available legal remedies for misappropriation of trade secrets under the Rhode Island Uniform Trade Secrets Act.
• If applicable, Contractor is hereby notified of the immunity provisions under the federal Defend Trade Secrets Act regarding reporting suspected violations of law.

14. Non-Solicitation/Non-Competition (To the extent Permissible under Rhode Island Law)

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] years after its termination, Contractor shall not solicit, directly or indirectly, any employees or clients of Disclosing Party.
• Option B: Non-Competition: To the extent permitted by Rhode Island law, during the term of this Agreement and for a period of [Number] years after its termination, Contractor shall not engage in any business that is directly competitive with the business of Disclosing Party within [Geographic Area]. (Note: Rhode Island law places significant restrictions on non-compete agreements with independent contractors. This clause should be carefully reviewed by legal counsel to ensure enforceability).

15. Governing Law and Venue

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 laws principles. The exclusive venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in Providence County, Rhode Island.

16. Dispute Resolution

Prior to initiating any legal action, the parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation and/or mediation.

17. Severability

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

18. Amendment

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

19. Assignment

Contractor shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Disclosing Party.

20. Record Keeping

Contractor shall maintain accurate records of all Confidential Information provided by Disclosing Party, reviewed, and destroyed, particularly if regulated data is involved.

21. Electronic Execution and Counterparts

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 considered original signatures for all purposes.

22. Industry-Specific Obligations

If Contractor is engaged in a regulated sector (e.g., law, healthcare, finance, education), Contractor shall comply with all applicable industry-specific confidentiality obligations and regulations.

23. 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, relating to such subject matter.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Contractor Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]