South Carolina consultant nda template

South Carolina Consultant Nondisclosure Agreement (NDA)

This South Carolina Consultant Nondisclosure Agreement (the "Agreement") is made and entered into as of [Date] by and between:

[Disclosing Party Company Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address], ("Disclosing Party")

and

[Consultant Company Name] (or [Consultant Individual Name]), a [State] [Entity Type] or individual residing at [Consultant Address], ("Consultant").

Disclosing Party's Phone Number: [Phone Number]

Disclosing Party's Email: [Email]

Consultant's Phone Number: [Phone Number]

Consultant's Email: [Email]

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by Disclosing Party to Consultant, whether orally, in writing, electronically, visually, or by any other means, that relates to Disclosing Party’s business, including, but not limited to:

• Business plans, strategies, and projections.

• Financial records, data, and forecasts.

• Client or customer lists, data, and information (subject to South Carolina privacy laws).

• Project proposals and specifications.

• Technical documentation, specifications, and manuals.

• Prototypes, models, and samples.

• Proprietary methodologies, processes, and techniques.

• Software code, algorithms, and documentation.

• Business processes and operational procedures specific to this engagement.

• Pricing strategies, marketing plans, and sales data.

• Any other non-public information related to Disclosing Party.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of Consultant.

• Is already known to Consultant prior to its disclosure by Disclosing Party, as evidenced by Consultant’s written records.

• Is lawfully obtained by Consultant from a third party who is not under any obligation of confidentiality to Disclosing Party.

• Is required to be disclosed by law, regulation, or valid court order.

• Option A: Provided that Consultant provides Disclosing Party with prompt written notice of such requirement, to allow Disclosing Party to seek a protective order or other appropriate remedy.

• Option B: And further provided that Consultant limits its disclosure to the minimum information necessary to comply with the legal requirement.

3. Permitted Use of Confidential Information

Consultant shall use the Confidential Information solely for the purpose of performing the consulting services as outlined in the [Consulting Agreement Title] agreement between the parties dated [Date of Consulting Agreement].

• Option A: Consultant shall not use the Confidential Information for any personal benefit or for the benefit of any third party.

• Option B: Consultant shall not use the Confidential Information in connection with any other contract, business, or dealing.

4. Non-Disclosure and Non-Use Obligations

Consultant agrees to maintain the confidentiality of the Confidential Information and not to disclose it to any third party.

• Option A: These obligations shall continue during the term of the consulting engagement and for a period of [Number] years after termination.

• Option B: These obligations shall continue during the term of the consulting engagement and perpetually for trade secrets, consistent with South Carolina law.

5. Safeguards

Consultant shall implement and maintain reasonable safeguards to protect the confidentiality of the Confidential Information, including:

• Secure storage of all Confidential Information.

• Password protection for all electronic files containing Confidential Information.

• Access controls to limit access to Confidential Information to those with a need to know.

• Encryption of digital data containing Confidential Information.

• Limiting internal sharing to those employees or contractors who have a need to know and who are subject to confidentiality obligations at least as restrictive as those contained herein.

6. Handling, Duplication, and Transmission

Consultant shall not copy, reproduce, or otherwise duplicate the Confidential Information without the prior written consent of Disclosing Party.

• Option A: Upon termination of the consulting engagement or upon request of Disclosing Party, Consultant shall immediately return all Confidential Information to Disclosing Party.

• Option B: Upon termination of the consulting engagement or upon request of Disclosing Party, Consultant shall destroy all Confidential Information and certify in writing to Disclosing Party that such destruction has occurred.

7. Notice of Breach

Consultant shall promptly notify Disclosing Party in writing of any suspected or actual loss, breach, or unauthorized access to the Confidential Information.

• Option A: Consultant shall cooperate fully with Disclosing Party in any remedial actions, notifications, or investigations related to such loss, breach, or unauthorized access.

• Option B: Such cooperation shall include providing Disclosing Party with all information reasonably requested by Disclosing Party.

8. Reverse Engineering

Consultant shall not reverse engineer, decompile, or otherwise attempt to derive the underlying code, structure, or algorithms from any disclosed Confidential Information.

• Option A: Unless expressly permitted in writing by Disclosing Party.

• Option B: There are no exceptions to this clause.

9. Sub-Contractors and Agents

Consultant shall inform any permitted sub-contractors or agents of all confidentiality obligations under this Agreement and shall obtain their written agreement to equivalent NDA conditions.

• Option A: Consultant shall remain fully liable for any breach of this Agreement by its sub-contractors or agents.

• Option B: Consultant's use of sub-contractors requires the prior written approval of Disclosing Party.

10. Non-Circumvention

Consultant shall not use the Confidential Information to circumvent, solicit, poach, or compete with the Disclosing Party’s business, clients, or vendors, during the term of the consulting engagement and for a period of [Number] years after termination.

• Option A: This clause applies only to those clients and vendors with whom Consultant had contact during the term of the consulting engagement.

• Option B: This clause does not apply to general solicitation or advertising, provided that it is not specifically targeted to the Disclosing Party's clients or vendors.

11. Consequences of Breach

Consultant acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to Disclosing Party, for which monetary damages may be inadequate.

• Option A: Disclosing Party shall be entitled to immediate injunctive relief to prevent any further unauthorized disclosure or use.

• Option B: In addition to injunctive relief, Disclosing Party shall be entitled to recover actual and consequential damages, indemnification for all losses, specific penalties as agreed, and reimbursement of legal fees incurred as a result of the breach, as allowed under South Carolina law.

12. 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 negotiation.

• If negotiation fails, the parties agree to submit the dispute to [Mediation/Arbitration] in accordance with the rules of [Name of Mediation/Arbitration Organization] in [City, State].

• This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles. The exclusive venue and jurisdiction for any legal action relating to this agreement shall be in the state and federal courts located in [County Name] County, South Carolina.

13. Residual Information

This Agreement does not restrict the Consultant’s legitimate use of residual information or skills retained in the unaided memory of Consultant’s employees, provided that such use does not involve the intentional memorization or deliberate recall of specific Confidential Information.

• Option A: And further provided that such use does not violate South Carolina trade secret law.

• Option B: This clause does not apply to trade secrets.

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable under South Carolina law, the remaining provisions shall remain in full force and effect.

• Option A: The parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

• Option B: The parties intend that this Agreement be interpreted in a manner that is most favorable to the enforcement of its confidentiality obligations.

15. Representations and Warranties

Consultant represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that there are no conflicting obligations or prior agreements that would interfere with its ability to keep information confidential.

• Option A: Consultant further represents and warrants that it has conducted a reasonable investigation to determine whether it has any conflicting obligations.

• Option B: Consultant is not aware of any information that would prevent it from fulfilling its obligations under this agreement.

16. Retroactive Effect

This Agreement covers information disclosed both before and after the date of signing.

• Option A: Specifically, this Agreement applies to Confidential Information disclosed on or after [Date].

• Option B: This Agreement applies to all Confidential Information disclosed at any time.

17. Independent Contractor Status

The parties acknowledge and agree that Consultant is an independent contractor and not an employee or agent of Disclosing Party.

• Option A: Nothing in this Agreement shall be construed to create a partnership, joint venture, or other business relationship between the parties.

• Option B: Consultant shall be solely responsible for all taxes, insurance, and other expenses associated with its services.

18. No Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

• Option A: A waiver of any right or remedy on one occasion shall not be deemed a waiver of such right or remedy on any other occasion.

• Option B: A delay in exercising a right or remedy shall not operate as a waiver of such right or remedy.

19. 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.

• Option A: There are no other agreements, understandings, or representations between the parties relating to the confidentiality of information.

• Option B: This agreement is intended to be the full and complete agreement, integrating all separate discussions between the parties.

20. Amendment

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

• Option A: Any amendment must specifically identify the provision being amended and the nature of the amendment.

• Option B: No oral modification of this Agreement shall be valid.

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

[Disclosing Party Company Name]

By: [Name of Disclosing Party Representative]

Title: [Title of Disclosing Party Representative]

[Consultant Company Name/Consultant Individual Name]

By: [Name of Consultant Representative/Consultant Individual Name]

Title: [Title of Consultant Representative] (If applicable)