Utah consultant nda template

Utah Consultant Non-Disclosure Agreement

This Consultant Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date], by and between:

[Client Name], a [Client Entity Type, e.g., Utah corporation], with a principal place of business at [Client Address] and mailing address at [Client Mailing Address], and contact information at [Client Phone Number] and [Client Email Address] ("Client"),

and

[Consultant Name], a [Consultant Entity Type, e.g., individual, Utah LLC], with a principal place of business at [Consultant Address] and mailing address at [Consultant Mailing Address], and contact information at [Consultant Phone Number] and [Consultant Email Address] ("Consultant").

1. Definition of Confidential Information

"Confidential Information" means any non-public information relating to the Client, its business, or its operations, that is disclosed to or accessed by the Consultant, including but not limited to:

• Technical data, trade secrets (as defined by the Utah Uniform Trade Secrets Act, UT Code § 13-24), inventions, discoveries, and know-how.
• Business plans, financial records, marketing strategies, and pricing models.
• Client identities, client lists, and shareholder information.
• Process documentation, specifications, designs, and software source code.
• Unfinished or proposed projects and negotiation details.
• Proprietary business intelligence and any oral, written, visual, or electronic information disclosed during the consulting engagement.
• Third-party data received by the Client that the Consultant accesses.

2. Exceptions to Confidentiality

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

• Is or becomes publicly available without breach of this Agreement by the Consultant.
• Was already in the Consultant's possession prior to its disclosure by the Client, without restriction.
• Is lawfully obtained by the Consultant from an independent third party without restriction.
• Must be disclosed by law, court order, government request, or regulatory requirement, provided the Consultant gives reasonable notice to the Client to allow the Client to seek a protective order or other appropriate remedy (where legally permissible).

3. Use and Disclosure of Confidential Information

• The Consultant shall use the Confidential Information solely for the purpose of performing the consulting services as outlined in [Reference Consulting Agreement, if applicable, or describe services].
• The Consultant shall not use or disclose the Confidential Information for any other purpose without the Client’s prior written consent.

4. Protection of Confidential Information

• The Consultant shall implement and maintain reasonable administrative, physical, and technical safeguards to protect the confidentiality of the Confidential Information, in accordance with industry standards and applicable laws, including Utah data breach and privacy notification statutes (UT Code § 13-44-101 et seq.), if accessing or processing personally identifiable information.
• The Consultant shall promptly notify the Client in writing of any actual or suspected unauthorized access, breach, or loss of Confidential Information and shall cooperate fully with the Client in the investigation and mitigation of any such event, consistent with Utah breach notification laws.

5. Subcontractors and Employees

• The Consultant shall ensure that any subcontractors or employees who have access to the Confidential Information are bound in writing to confidentiality obligations no less restrictive than those contained in this Agreement.

6. Term and Termination

• Option A: This Agreement shall commence on the Effective Date and continue for a term of [Number] years, unless earlier terminated as provided herein.
• Option B: This Agreement shall commence on the Effective Date and continue until the completion of the consulting engagement.
• The obligations of confidentiality under this Agreement shall survive termination or expiration as follows:
  • For pre-existing Confidential Information: [Number] years after termination.
  • For Confidential Information created or disclosed during the consulting relationship: [Number] years after termination.
  • For trade secrets, as defined under Utah law: Permanently.

7. Return or Destruction of Confidential Information

• Upon termination of the consulting relationship or upon the Client’s written request, the Consultant shall promptly return to the Client all Confidential Information, including all copies, notes, and media, or shall securely destroy such Confidential Information and provide written certification of such destruction to the Client.

8. Reverse Engineering

• The Consultant shall not reverse engineer, disassemble, or decompile any technical materials provided by the Client, except as expressly authorized in writing by the Client.

9. Independent Commercial Benefit

• The Consultant shall not derive any independent commercial benefit from the Confidential Information outside the scope of the consulting services.

10. Intellectual Property

• All intellectual property created during the engagement shall be owned by [Client or Consultant, specify ownership details]. The Confidential Information shall not affect the ownership of intellectual property rights.

11. Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [County, Utah].

12. Remedies

• In the event of a breach of this Agreement by the Consultant, the Client shall be entitled to equitable relief, including injunctive relief, as well as monetary damages, including actual damages, and reimbursement of reasonable attorneys’ fees. There shall be no limitation of liability with respect to the Consultant's willful or grossly negligent breach of this Agreement or misappropriation of the Client's trade secrets.

13. Severability

• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to expressing the intention of the original provision, consistent with Utah law.

14. Subsequent Engagements

• This Agreement does not restrict the Consultant from participating in subsequent consulting engagements, provided that the Consultant does not improperly use or disclose the Confidential Information.

15. Amendments

• Any amendment to this Agreement must be in writing and signed by both parties.

16. 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. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof.

17. Notices

• All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by electronic mail with confirmation of receipt, to the addresses set forth above. Contact persons for each party are:
  • Client: [Client Contact Person]
  • Consultant: [Consultant Contact Person]

18. Legal Counsel

• Each party acknowledges that it has had the opportunity to seek independent legal counsel regarding the terms of this Agreement.

19. Regulatory Compliance

• Option A (General): The consultant shall comply with all applicable federal, state, and local laws and regulations in performing services under this agreement.
• Option B (Specific): If the consulting arrangement involves handling of regulated data (health, financial, government contracts), the consultant agrees to comply with all applicable industry-specific Utah or federal regulations (e.g. HIPAA, GLBA, FAR/DFARS, and their Utah-specific applications).

20. Out-of-State Consultant

• If the Consultant is not a resident of Utah, the Consultant designates [Name of Registered Agent in Utah] with an address at [Address of Registered Agent in Utah] as agent for service of process in Utah.

21. Electronic Signatures

• 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 shall be accepted as valid signatures in accordance with the Utah Uniform Electronic Transactions Act.

22. Trade Secret Identification

• The parties agree that certain information disclosed under this Agreement may constitute trade secrets under the Utah Uniform Trade Secrets Act, UT Code § 13-24. Remedies under the act shall be available in the event of misappropriation.

23. Independent Contractor Status

• This Agreement shall not be construed as creating an employment or partnership relationship between the Client and the Consultant. The Consultant is an independent contractor.

24. Non-Solicitation

• The Consultant agrees not to solicit, directly or indirectly, any employee or customer of the Client for a period of [Number] years following the termination of this Agreement. This provision shall be construed narrowly to comply with Utah law.

25. GRAMA Compliance

• If the Client is a government entity or publicly funded, the parties acknowledge that information disclosed under this Agreement may be subject to the Utah Government Records Access and Management Act (GRAMA).

26. Non-Compete Limitations

• Any provision of this agreement that could be construed as a non-compete agreement is intended to comply with the requirements of Utah Code § 34-51-101 et seq., and will be interpreted and enforced accordingly.

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

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Consultant Name]

By: [Consultant Representative Name]

Title: [Consultant Representative Title]