Tennessee independent contractor nda template

Tennessee Independent Contractor Non-Disclosure Agreement

This Tennessee Independent Contractor Non-Disclosure Agreement ("Agreement") is made and effective as of [Date],

BETWEEN:

[Client Legal Name], a [Client Type, e.g., Tennessee Corporation] with its principal place of business at [Client Address] ("Client"),

AND:

[Contractor Legal Name], residing at [Contractor Address] ("Contractor").

WHEREAS, Client possesses certain confidential and proprietary information; and

WHEREAS, Client desires to engage Contractor as an independent contractor to perform certain services; and

WHEREAS, Client requires Contractor to maintain the confidentiality of Client's confidential information.

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

1. Independent Contractor Relationship

Option A: Contractor is engaged as an independent contractor to provide [Specific Service Description]. Nothing in this Agreement shall be construed to create an employment, partnership, or joint venture relationship between Client and Contractor.

Option B: Contractor acknowledges and agrees that Contractor is solely responsible for all taxes, withholdings, and other statutory obligations related to Contractor’s compensation. No worker’s compensation or other employment benefits are provided.

Term: The term of this Agreement shall commence on [Start Date] and shall continue until [End Date] or until terminated as provided herein.

2. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Client to Contractor, whether orally, in writing, electronically, or by any other means, that is not generally known to the public and that relates to Client's business, including, but not limited to: technical data, trade secrets, business strategies, marketing plans, financial statements, customer or supplier lists, pricing, software code, inventions, research and development, business processes, and any related documentation.

Option B: Confidential Information includes, but is not limited to, information relating to Client's [List specific categories, e.g., new product designs, marketing campaigns, customer data].

3. Exclusions from Confidential Information

Option A: The obligations of confidentiality under this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of Contractor.
• Was already lawfully known to Contractor prior to its disclosure by Client.
• Is independently developed by Contractor with documentation proving independence.
• Is rightfully received by Contractor from a third party without restriction on disclosure.
• Is required to be disclosed by law, regulation, or valid court order, provided Contractor promptly notifies Client and cooperates in seeking appropriate protective measures.

4. Permitted Use of Confidential Information

Option A: Contractor shall use the Confidential Information solely for the purpose of performing the services outlined in the Independent Contractor Agreement. Contractor shall not use the Confidential Information for any personal benefit, or disclose, reverse engineer, sell, or transfer the Confidential Information to any third party for any reason.

Option B: Contractor agrees to keep all Confidential Information strictly confidential and to take all reasonable precautions to protect such Confidential Information from unauthorized disclosure.

5. Security Safeguards

Option A: Contractor shall implement and maintain reasonable security safeguards to prevent unauthorized use, disclosure, modification, or loss of Confidential Information, including, but not limited to: access controls, physical security, secure electronic storage, password protection, restricted transmission, and secure destruction procedures. These safeguards will comply with Tennessee data protection standards and industry norms.

Option B: Contractor shall notify Client immediately of any suspected breach of security involving Confidential Information.

6. Duration of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the Independent Contractor Agreement and for a period of [Number] years after termination.

Option B: With respect to trade secrets, the obligations of confidentiality shall continue indefinitely, consistent with the Tennessee Uniform Trade Secrets Act (T.C.A. § 47-25-1701 et seq.).

7. Return of Confidential Information

Option A: Upon completion or termination of services, or upon written demand by Client, Contractor shall immediately return or permanently destroy all Confidential Information, including all copies, notes, and related work product.

Option B: Contractor shall certify in writing that all Confidential Information has been returned or destroyed, and shall delete all digital copies from devices and cloud storage with written confirmation when possible.

8. No License

Option A: No license or other rights of any kind are granted to Contractor with respect to the Confidential Information, except as necessary for the performance of services under the Independent Contractor Agreement. Disclosure of Confidential Information does not grant any ownership or intellectual property rights.

9. Notification of Unauthorized Disclosure

Option A: Contractor shall immediately notify Client in writing of any actual or suspected unauthorized access, use, disclosure, or loss of Confidential Information and shall cooperate with Client in any remedial action and notifications required by the Tennessee Identity Theft Deterrence Act (T.C.A. § 47-18-2107) or other applicable laws.

10. Remedies for Breach

Option A: Client shall be entitled to seek injunctive relief, equitable relief, recovery of damages (actual, consequential, and statutory if applicable), and indemnification for losses or claims arising from Contractor's breach of this Agreement. Monetary damages may be insufficient and that injunctive or equitable relief is appropriate.

11. Non-Solicitation (Optional)

Option A: During the term of this Agreement and for a period of [Number] years after termination, Contractor shall not directly or indirectly solicit the employees or customers of Client. This restriction is reasonable in scope and duration and is necessary to protect Client's legitimate business interests.

12. Compliance with Laws

Option A: Contractor shall comply with all applicable Tennessee state and federal data privacy, intellectual property, and trade secrets laws, including the Tennessee Uniform Trade Secrets Act (T.C.A. § 47-25-1701 et seq.).

13. Governing Law and Forum

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, mediation, or binding arbitration in Tennessee, with venue in [Specific Tennessee County, e.g., Davidson County].

14. Severability

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

15. Amendment

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

16. Waiver

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

17. Entire Agreement

Option A: 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.

18. HIPAA or Industry-Specific Addenda (If Applicable)

Option A: If Contractor will access or process protected health information (PHI) or other regulated data, the applicable HIPAA or industry-specific addenda are attached and incorporated herein.

19. Survival

Option A: This NDA survives termination of the independent contractor agreement to the extent necessary to protect the client’s interests.

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

____________________________

[Client Legal Name]

By: ____________________________

[Client Representative Name]

Title: [Client Representative Title]

Date: ____________________________

____________________________

[Contractor Legal Name]

By: ____________________________

[Contractor Signature]

Date: ____________________________