South Dakota independent contractor nda template

South Dakota Independent Contractor Non-Disclosure Agreement

This Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made as of [Date of Signing] by and between:

[Hiring Party Name], a [Hiring Party Entity Type, e.g., South Dakota Corporation], located at [Hiring Party Address] (“Company”),

and

[Independent Contractor Name], residing at [Independent Contractor Address] (“Contractor”).

1. Definition of Confidential Information

Confidential Information includes, but is not limited to:

• Business plans, strategies, and projections.
• Trade secrets, know-how, and proprietary information.
• Technological information, designs, specifications, and processes.
• Customer and supplier identities, contact information, and related data.
• Pricing models, cost data, and financial records.
• Product prototypes, samples, and developmental materials.
• Software code, algorithms, databases, and related documentation.
• Marketing strategies, advertising campaigns, and sales data.
• Any data or documentation (regardless of form) disclosed by the Company.

2. Exclusions from Confidential Information

The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of the Contractor.
• Is rightfully received by the Contractor from a third party without any obligation of confidentiality.
• Is independently developed by the Contractor without use of or reference to the Company’s Confidential Information, as evidenced by contemporaneous documentation.
• Is required to be disclosed by law, regulation, or valid court order, provided that the Contractor provides the Company with prompt notice of such requirement (if legally permissible) and reasonably cooperates with the Company in seeking a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

The Contractor shall use the Confidential Information solely for the purpose of performing the services as described in the Independent Contractor Agreement between the parties (the “Services”).

• Option A: The Confidential Information shall not be used for any other purpose, including personal benefit or for the benefit of any other client or third party.
• Option B: The Contractor may use the Confidential Information to improve their own service offering, as long as the use does not reveal confidential details of the company.

The Contractor shall not disclose the Confidential Information to any third party without the prior written consent of the Company.

4. Safeguards for Information Protection

The Contractor shall:

• Maintain the Confidential Information in a secure location, both physically and digitally.
• Use strong passwords and other appropriate security measures to protect digital Confidential Information.
• Restrict access to the Confidential Information to only those individuals who need to know it for the purpose of performing the Services.
• Refrain from storing Confidential Information on unauthorized cloud storage services or transferring it over unsecured networks.
• Refrain from making unauthorized copies of the Confidential Information.

5. Return or Destruction of Confidential Information

Upon termination of the Independent Contractor Agreement or at the Company’s request, the Contractor shall:

• Promptly return to the Company all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof.
• Option A: Certify in writing to the Company that all Confidential Information has been destroyed.
• Option B: Destroy all Confidential Information in a manner that renders it unrecoverable.

6. Duration of Confidentiality Obligation

The obligations of confidentiality under this Agreement shall:

• Continue during the term of the Independent Contractor Agreement.
• Continue for a period of [Number] years after the termination of the Independent Contractor Agreement.
• With respect to trade secrets, continue indefinitely, as recognized under South Dakota’s Uniform Trade Secrets Act.

7. Notification of Breach

The Contractor shall immediately notify the Company in writing upon becoming aware of any actual or suspected breach of this Agreement, or any unauthorized access to, disclosure, or use of the Confidential Information. The Contractor shall reasonably cooperate with the Company in investigating and remediating any such breach.

8. Consequences of Breach

A breach of this Agreement may cause irreparable harm to the Company, for which monetary damages may not be an adequate remedy.

• Option A: The Company shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.
• Option B: The Contractor shall be liable for all damages, including consequential damages, arising from any unauthorized disclosure or use of the Confidential Information.

9. Non-Compete/Non-Solicitation

Nothing in this agreement creates an employment relationship.

• Option A: The parties agree that post-contract non-compete terms are disfavored in South Dakota and that this agreement does not include any such terms other than protection of trade secrets and confidential information as defined herein.
• Option B: To the extent allowed by SDCL 53-9-11 to 53-9-13, the Contractor agrees not to solicit Company’s customers or employees for a period of one year following the termination of this agreement, within [Radius] miles of [Location]. This only applies to the extent the Contractor obtained specific knowledge of customers or employees during the course of performing their work for the Company.

10. Governing Law and Dispute Resolution

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

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [County Name] County, South Dakota.
• Option B: The parties agree to first attempt to resolve any dispute through good faith negotiations. If negotiations fail, the parties agree to submit the dispute to mediation before resorting to litigation or arbitration.

11. Independent Contractor Relationship

The parties agree that the Contractor is an independent contractor and not an employee of the Company. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. The Contractor is solely responsible for the payment of all applicable taxes and other expenses related to the performance of the Services. This NDA does not guarantee future work. Contractor is free to engage in other projects.

12. South Dakota Compliance

The Contractor acknowledges that they will comply with all applicable South Dakota laws and regulations, including data protection requirements and trade secret statutes. If the Services involve access to sensitive information, the Contractor may be required to undergo periodic training on confidentiality and data security.

13. Subcontractors

The Contractor shall ensure that any subcontractors or agents they use in connection with the Services are aware of and agree to be bound by the terms of this Agreement. The Contractor shall be responsible for any breach of this Agreement by its subcontractors or agents.

14. Severability

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

15. Amendment

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

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

[Hiring Party Name]

By: [Hiring Party Representative Name]

Title: [Hiring Party Representative Title]

[Independent Contractor Name]

Signature: [Independent Contractor Signature]