Utah independent contractor nda template

Utah Independent Contractor Non-Disclosure Agreement

This Utah Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Date],

BETWEEN:

[Hiring Entity Legal Name], a [Entity Type, e.g., Corporation] with its principal place of business located at [Hiring Entity Physical Address] and mailing address at [Hiring Entity Mailing Address], hereinafter referred to as the “Company,”

AND:

[Independent Contractor Legal Name], residing at [Independent Contractor Physical Address] and mailing address at [Independent Contractor Mailing Address], hereinafter referred to as the “Contractor.”

Relationship of Parties

• This Agreement is made in connection with the services the Contractor will provide to the Company as an independent contractor. It is the express intention of the parties that the Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Company.
• The Contractor shall not be entitled to any benefits normally accruing to employees, including, but not limited to, health insurance, retirement benefits, or paid time off. The Contractor has no authority to bind the Company to any agreement or obligation.

Scope of Engagement

• The Contractor is engaged to provide the following services to the Company: [Description of Services, e.g., Consulting Services, Software Development, Marketing Strategy].

Definition of Confidential Information

• "Confidential Information" means any and all information disclosed by the Company to the Contractor, whether orally, visually, in writing, electronically, or in any other form, that relates to the Company’s business, including, but not limited to:

• Technical data, trade secrets as defined by the Utah Uniform Trade Secrets Act (UTSA), know-how, designs, formulas, processes, software (source and object code), inventions, and improvements.
• Financial information, including costs, pricing, sales, profits, and marketing data.
• Customer lists, vendor lists, and other customer or vendor information.
• Business plans, marketing plans, and strategies.
• Internal policies, procedures, and manuals.
• Passwords, access credentials, and security protocols.
• Unpublished patent applications.
• Any other information that a reasonable person would understand to be confidential given the circumstances of disclosure.

Exclusions from Confidential Information

• Confidential Information shall not include information that:
• Option A: is or becomes publicly available without breach of this Agreement by the Contractor.
• Option B: is or becomes publicly available through lawful means other than the contractor.
• Option C: the previous two options plus any information released with the prior written consent of the company.
• was already lawfully possessed by the Contractor prior to its disclosure by the Company, as evidenced by written records.
• was received by the Contractor from a third party who is not under any obligation of confidentiality to the Company.
• is required to be disclosed by law, court order, or other governmental authority, provided that the Contractor provides the Company with prompt written notice of such requirement (to the extent permitted by law) and cooperates with the Company in seeking a protective order or other appropriate remedy.

Use of Confidential Information

• The Contractor agrees to use the Confidential Information solely for the purpose of performing the services described in the service agreement or statement of work between the Company and the Contractor.
• The Contractor shall not use the Confidential Information for any other purpose, including, without limitation, for the Contractor’s own benefit or the benefit of any third party.

Security Measures

• The Contractor shall take reasonable precautions to protect the Confidential Information from unauthorized disclosure, access, or use, including, but not limited to:
• Storing Confidential Information in a secure location.
• Using strong passwords and other security measures to protect electronic data.
• Complying with industry-standard security practices and Utah's Data Breach Notification Act (if applicable).
• The Contractor shall promptly notify the Company of any actual or suspected unauthorized disclosure, loss, or misuse of the Confidential Information.

Duration of Confidentiality

• The obligations of confidentiality under this Agreement shall continue during the term of the engagement and for a period of [Number] [Years/Months] following the termination of the engagement.
• Notwithstanding the foregoing, the obligation to protect trade secrets as defined under the Utah Uniform Trade Secrets Act (UTSA) shall continue for as long as such information remains a trade secret under Utah law.

Return of Confidential Information

• Upon the termination of the engagement or at any time upon the Company’s written request, the Contractor shall promptly return to the Company all Confidential Information in the Contractor’s possession or control, including all copies, summaries, and extracts thereof.
• Option A: Alternatively, at the Company’s option, the Contractor shall destroy all such Confidential Information and certify to the Company in writing that such destruction has occurred.
• Option B: The Contractor shall be responsible for destroying any work product and will certify destruction in writing.

Remedies for Breach

• The Contractor acknowledges that any breach of this Agreement would cause irreparable harm to the Company for which monetary damages would be inadequate.
• The Company shall be entitled to injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity, including, without limitation, actual and consequential damages, reasonable attorneys’ fees, and remedies under the Utah Uniform Trade Secrets Act (UTSA).

Notification of Compelled Disclosure

• In the event that the Contractor is required by law or legal process to disclose any Confidential Information, the Contractor shall promptly notify the Company in writing prior to making such disclosure, so that the Company may seek a protective order or other appropriate remedy. The Contractor shall cooperate with the Company in seeking such order.

Reporting Illegal Activity

• Nothing in this Agreement shall be construed to prevent the Contractor from reporting illegal activities or cooperating with government investigations as permitted or required by applicable law.

Independent Contractor Status

• It is understood and agreed that the Contractor is an independent contractor and not an employee of the Company.
• This Agreement does not create any employee rights, benefits, or withholding obligations on the part of the Company. The Contractor has no authority to bind the Company.

Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.
• Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Utah, and the parties hereby consent to the personal jurisdiction of such courts.

Injunctive Relief

• The Contractor acknowledges that any breach of this Agreement may cause irreparable harm to the Company and that the Company shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Assignment

• The Contractor shall not assign or delegate any rights or obligations under this Agreement without the prior written consent of the Company.

Compliance with Laws

• The parties shall comply with all applicable federal, state, and local laws and regulations, including, without limitation, Utah data protection statutes and industry-specific confidentiality obligations.

Severability

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

Waiver

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

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.

Amendment

• This Agreement may be amended only by a writing signed by both parties.

Notice

• All notices 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.

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

[Hiring Entity Legal Name]

By: [Hiring Entity Authorized Representative Name]

Title: [Hiring Entity Authorized Representative Title]

[Independent Contractor Legal Name]

Signature:

Date: