Texas independent contractor nda template

Texas Independent Contractor Non-Disclosure Agreement

This Texas Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date], by and between [Company Name], a [State] [Entity Type] with its principal place of business at [Company Address] (“Company”), and [Contractor Name], residing at [Contractor Address] (“Contractor”).

Confidential Information

This Agreement covers all information shared during the contract period. “Confidential Information” includes, but is not limited to:

Option A: Technical data, business plans, methods, financial statements, pricing models, customer/supplier data, proprietary systems or software, know-how, documentation, sales reports, marketing strategies, inventions, designs, prototype information, internal communications, user/customer files, and any other non-public data disclosed in written, verbal, digital, graphic, or any other form.

Option B: Any information designated by the Company as confidential or that, under the circumstances, a reasonable person would understand to be confidential.

Exclusions from Confidential Information

The term “Confidential Information” shall not include information that:

Option A: Is or becomes generally available to the public other than as a result of disclosure by Contractor or its representatives.

Option B: Was known to Contractor before its disclosure by Company, as evidenced by Contractor’s written records.

Option C: Is rightfully received by Contractor from a third party without restriction and without breach of this Agreement or any other duty of confidentiality.

Option D: Is required to be disclosed by law, regulation, or court order; provided that Contractor shall provide Company with prompt notice of such requirement prior to disclosure to enable Company to seek a protective order or other appropriate remedy. The Contractor will cooperate with the Company in seeking such order.

Purpose of Disclosure

Option A: Contractor acknowledges that the Confidential Information is being disclosed solely for the purpose of performing the services or duties outlined in the independent contractor agreement between Company and Contractor.

Option B: The Contractor agrees to use the Confidential Information only for the benefit of Company and only in connection with [Specify Project Name or Description].

Contractor shall not use the Confidential Information for its own benefit, for the benefit of any third party, or for any purpose other than as explicitly authorized by Company in writing.

Management and Protection of Confidential Information

Contractor shall:

Option A: Use at least the same degree of care, but no less than reasonable care, to protect the confidentiality of the Confidential Information as Contractor uses to protect its own confidential information. Such measures must include industry-standard data encryption, password protection, and access controls.

Option B: Maintain physical, digital, and administrative safeguards to prevent unauthorized access, copying, loss, or theft of the Confidential Information.

Option C: Ensure secure handling of confidential electronic files on personal or third-party devices, in compliance with the Texas Business and Commerce Code Chapter 521 (Texas Identity Theft Enforcement and Protection Act) and other applicable Texas data breach and privacy notification standards.

Sub-Contractors and Affiliates

If Contractor utilizes sub-contractors or affiliates to perform any portion of the services under the independent contractor agreement, Contractor shall:

Option A: Ensure that such sub-contractors or affiliates are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

Option B: Obtain written agreements from all sub-consultants requiring them to protect the Confidential Information to the same extent as required of Contractor under this Agreement.

Option C: Actively monitor the sub-contractors' or affiliates’ compliance with these confidentiality obligations.

Term of Confidentiality

The obligations of confidentiality under this Agreement shall:

Option A: Continue during the term of the independent contractor agreement and for a period of [Number] years after the termination of that agreement.

Option B: Continue perpetually with respect to any information constituting a "trade secret" under the Texas Uniform Trade Secrets Act ("TUTSA").

Option C: Terminate immediately upon the written agreement between the parties.

Return or Destruction of Confidential Information

Upon Company’s request or upon termination of the independent contractor agreement, Contractor shall:

Option A: Immediately return to Company all Confidential Information, including all copies, summaries, and extracts thereof, in whatever form.

Option B: Permanently destroy all Confidential Information, including electronic records, and provide Company with a signed certificate of destruction.

Option C: Contractor may retain a single copy of the Confidential Information solely for archival purposes and subject to the ongoing confidentiality obligations of this Agreement, provided such retention is permitted under Texas law and any applicable professional standards.

Notification of Unauthorized Disclosure

Contractor shall immediately notify Company in writing upon discovery of any:

Option A: Unauthorized disclosure, loss, data breach, or suspected compromise of Confidential Information.

Option B: Contractor shall fully cooperate with Company in investigating any such event and in taking any necessary steps to mitigate the damage.

Such notification shall comply with the requirements of the Texas Identity Theft Enforcement and Protection Act (ITEPA).

Remedies for Breach

Contractor acknowledges that:

Option A: Any breach of this Agreement may cause irreparable harm to Company for which monetary damages would be inadequate.

Option B: Company shall be entitled to seek injunctive relief in any court of competent jurisdiction to restrain any breach or threatened breach of this Agreement, without the necessity of posting a bond or other security.

In addition to injunctive relief, Company shall be entitled to recover:

Option C: Monetary damages, including, but not limited to, actual damages, consequential damages, and lost profits.

Option D: Reimbursement of legal fees and costs incurred in enforcing this Agreement.

Option E: Contractor shall indemnify Company against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any unauthorized use or disclosure of the Confidential Information by Contractor or its representatives.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

Option A: The parties shall first attempt to resolve the dispute through good faith negotiation.

Option B: If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City], Texas.

Option C: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with venue in [County] County, Texas.

Option D: The laws of the State of Texas shall govern the interpretation and enforcement of this Agreement.

Venue and jurisdiction for any legal action relating to this agreement shall be in [County] County, Texas.

Independent Contractor Status

Contractor acknowledges and agrees that:

Option A: Contractor is an independent contractor and not an employee, partner, or agent of Company.

Option B: Contractor is not entitled to any employment benefits from Company, including, but not limited to, health insurance, retirement benefits, or paid time off.

Option C: Contractor is responsible for paying all applicable taxes on any compensation received from Company.

This Agreement does not create an employment relationship between Company and Contractor, in compliance with the Texas Labor Code.

Non-Circumvention and Non-Solicitation

During the term of the independent contractor agreement and for a period of [Number] years thereafter, Contractor shall not:

Option A: Directly or indirectly solicit business from, or provide services to, any customer or client of Company with whom Contractor had contact or became aware of as a result of the independent contractor relationship.

Option B: Solicit, recruit, or hire any employee or independent contractor of Company.

Option C: These restrictions apply within the geographic region of [Specify Geographic Region].

Industry-Specific Regulations

Contractor acknowledges that in performing services for Company, Contractor may be subject to additional industry-specific confidentiality or data protection regulations applicable in Texas, including:

Option A: The Health Insurance Portability and Accountability Act (HIPAA) if providing health-related services.

Option B: The Gramm-Leach-Bliley Act (GLBA) if providing financial services.

Contractor agrees to comply with all such applicable regulations.

Waiver of Equitable Relief

Contractor expressly waives any right to contest Company's entitlement to equitable relief, including injunctive relief, in any Texas court of competent jurisdiction, in the event of any threatened or actual breach of this Agreement.

Required Elements for Binding Contract

The parties agree that this Agreement constitutes a binding contract under Texas law, supported by:

Option A: A clear offer by Company.

Option B: Unequivocal acceptance by Contractor.

Option C: Adequate consideration, including the disclosure of Confidential Information.

Option D: Clear mutual assent by both parties.

Option E: A legal and valid purpose.

Severability, Amendment, and Assignment

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

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

Option C: This Agreement may not be assigned by Contractor without the prior written consent of Company.

Full Understanding and Voluntary Execution

Contractor acknowledges that:

Option A: Contractor has read and understands this Agreement in its entirety.

Option B: Contractor has had the opportunity to seek independent legal advice regarding this Agreement.

Option C: Contractor is entering into this Agreement voluntarily and without duress.

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

[Company Name]

By: [Name of Authorized Representative]

Title: [Title]

[Contractor Name]

Signature: [Contractor Signature]