South Carolina independent contractor nda template

South Carolina Independent Contractor Non-Disclosure Agreement

This South Carolina Independent Contractor Non-Disclosure Agreement ("Agreement") is made and entered into as of this [Date] by and between:

• [Company Full Legal Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] ("Discloser"), and
• [Independent Contractor Full Legal Name], residing at [Independent Contractor Address] (if individual) or a [State of Incorporation] corporation with its principal place of business at [Independent Contractor Address] ("Recipient").

Definition of Confidential Information: "Confidential Information" means any and all non-public, proprietary information disclosed by Discloser to Recipient, whether orally, visually, in writing, electronically, or by any other means, including but not limited to:

• Business strategies and plans
• Client lists, data, and information
• Financial records, data, and projections
• Pricing models and strategies
• Operational methods and processes
• Vendor and supplier information
• Project details and specifications
• Proprietary processes and formulas
• Software code, documentation, and architecture
• Intellectual property, including patents, trademarks, and copyrights
• Marketing plans and strategies
• Technical documentation and specifications
• Any other non-public information that a reasonable person would understand to be confidential.
• Information observed or learned by Recipient during the performance of services for Discloser.

Exclusions from Confidentiality:

• Information that is or becomes publicly available through no fault of Recipient.
• Information rightfully received by Recipient from a third party not bound by any confidentiality obligation.
• Information independently developed by Recipient without use of or reference to Discloser’s Confidential Information.
• Information required to be disclosed by law or valid court order, provided that Recipient gives Discloser prompt written notice prior to such disclosure to allow Discloser to seek a protective order or other appropriate remedy.

Permitted Use: Recipient shall use the Confidential Information solely for the purpose of performing the services outlined in the Independent Contractor Agreement between the parties dated [Date of Independent Contractor Agreement]. Recipient shall not use the Confidential Information for any other purpose, including but not limited to personal gain, competitive advantage, or unauthorized disclosure to third parties.

Safeguards: Recipient shall implement and maintain reasonable and industry-standard security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including but not limited to:

• Password protection for all electronic devices and files containing Confidential Information.
• Secure file storage and data encryption where appropriate.
• Compliance with all applicable South Carolina statutes and regulations regarding data privacy and protection of personally identifiable information.

Duration of Confidentiality: This Agreement shall commence on the Effective Date and continue for the duration of the Independent Contractor Agreement and for a period of [Number] years thereafter. Certain trade secrets, as defined under the South Carolina Uniform Trade Secrets Act, may remain protected indefinitely.

Return of Materials: Upon termination of the Independent Contractor Agreement or upon Discloser’s written request, Recipient shall immediately return to Discloser all Confidential Information, including all copies, extracts, and derivative works, or, at Discloser’s option, destroy such materials and certify such destruction in writing.

Notice of Unauthorized Disclosure: Recipient shall immediately notify Discloser in writing upon becoming aware of any unauthorized use, disclosure, or breach of this Agreement and shall cooperate fully with Discloser in any remedial or legal action necessary to protect the Confidential Information.

Remedies for Breach: Recipient acknowledges that any breach of this Agreement would cause irreparable harm to Discloser for which monetary damages may be inadequate. Discloser shall be entitled to seek injunctive relief to prevent or restrain any such breach, in addition to any other remedies available at law or equity, including monetary damages and attorney’s fees.

• Option A: Liquidated damages in the amount of [Dollar Amount] per breach.
• Option B: Disgorgement of profits derived from the unauthorized use or disclosure of Confidential Information.

No Offer of Employment: This Agreement does not constitute an offer of employment or partnership, and nothing in this Agreement shall be construed to create an employer-employee relationship. Recipient is an independent contractor and is not entitled to any employee benefits. Recipient shall not have any rights to ownership of Discloser's intellectual property unless expressly agreed to in writing. This Agreement does not guarantee continued engagement of Recipient’s services.

Governing Law and Forum: 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. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [Name of County] County, South Carolina.

• Option A: Disputes shall be resolved through good-faith negotiation, followed by non-binding mediation, before resorting to litigation.
• Option B: Disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

Record Keeping: Recipient shall maintain accurate records of all uses of Confidential Information and shall provide Discloser with access to such records upon reasonable request.

Data Privacy: If the Confidential Information includes personal or consumer information, Recipient shall comply with all applicable South Carolina statutes and regulations regarding data breach and privacy, including but not limited to the South Carolina Insurance Data Security Act.

Assignment: Recipient shall not assign any of its rights or obligations under this Agreement without the prior written consent of Discloser. Discloser may assign its rights and obligations under this Agreement without Recipient's consent.

Modification: Any modification or waiver of any provision of this Agreement must be in writing and signed by both parties.

Reasonableness: Recipient acknowledges that the restrictions contained in this Agreement are reasonable and necessary to protect the legitimate business interests of Discloser. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be reformed to the extent necessary to make it enforceable.

Whistleblowing: Nothing in this Agreement shall be construed to prohibit Recipient from reporting suspected violations of law to appropriate government authorities or from cooperating with government investigations.

Miscellaneous:

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
• 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.
• Notice: All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.
• 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: This Agreement may be executed and delivered electronically and shall be binding on the parties as if it were a manually signed document.

Independent Contractor Relationship: The parties acknowledge that this Agreement is specifically designed for an independent contractor relationship and not for employment, franchise, or partnership purposes. Recipient's access to Confidential Information is limited to what is reasonably necessary for the project or services defined in the Independent Contractor Agreement, and Discloser retains full control over its own business and intellectual property.

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

Discloser:

[Company Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

Signature: ____________________________

Recipient:

[Independent Contractor Full Legal Name]

Signature: ____________________________