Vermont consultant nda template

Vermont Consultant Non-Disclosure Agreement

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

• [Disclosing Party Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Disclosing Party Address] ("Disclosing Party"), and

• [Consultant Name], an individual residing at [Consultant Address] or a [State] [Entity Type, e.g., LLC] with its principal place of business at [Consultant Address] ("Consultant").

Witnesseth:

WHEREAS, Disclosing Party possesses certain Confidential Information (as defined below) that it desires to protect from unauthorized disclosure; and

WHEREAS, Disclosing Party desires to engage Consultant to provide consulting services (the "Services"), and in connection therewith, Consultant may have access to Confidential Information; and

WHEREAS, the parties desire to set forth the terms and conditions under which Consultant may receive and use Confidential Information.

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

Definition of Confidential Information:

• Option A: "Confidential Information" means any and all information disclosed by Disclosing Party to Consultant, whether orally, in writing, electronically, or by any other means, that relates to Disclosing Party's past, present, or future business activities, products, services, technical data, trade secrets (as defined in 9 V.S.A. § 4601 et seq.), customer lists, vendor lists, business plans, pricing, financial information, contracts, projects, research and development, software, intellectual property, and any other information that a reasonable person would understand to be confidential.

• Option B: "Confidential Information" includes, but is not limited to: client business strategies, technical data, proprietary methodologies, customer and vendor lists, business plans, pricing structures, sensitive financial records, contracts, pending projects, marketing and R&D plans, software source code, unpublished intellectual property, and any information disclosed in verbal, written, electronic, or visual form or observed during consulting activities or site visits.

Exclusions from Confidential Information:

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

• was publicly available at the time of disclosure;

• was already in Consultant's possession without an obligation of confidentiality;

• is lawfully obtained from a third party without breach of this Agreement;

• is independently developed by Consultant without use of or reference to Disclosing Party's Confidential Information.

• Option B: The obligations under this Agreement shall also not apply to disclosures required by Vermont law, court order, or regulatory authority, provided that Consultant gives Disclosing Party prompt written notice of such required disclosure and cooperates with Disclosing Party, at Disclosing Party's expense, to resist or limit the disclosure.

Use of Confidential Information:

• Option A: Consultant shall use Confidential Information solely for the purpose of performing the Services as defined in the consulting agreement between the parties and shall not use it for any other purpose, including personal gain or the benefit of any third party.

• Option B: Consultant agrees not to reverse engineer, disassemble, or decompile any products, prototypes, or other tangible objects which embody Disclosing Party's Confidential Information.

Safeguards:

• Option A: Consultant shall implement and maintain commercially reasonable safeguards to protect the confidentiality of the Confidential Information, including physical, technical, and administrative measures appropriate for the nature of the information, and in compliance with Vermont standards.

• Option B: These safeguards include, but are not limited to: secure storage, access restrictions, password protection, encryption, background checks (if applicable), secure transmission, supervised copying, and mandatory training on confidentiality for employees and subcontractors.

Term and Duration:

• Option A: The obligations of confidentiality under this Agreement shall continue during the term of the consulting engagement and for [Number] years thereafter.

• Option B: With respect to trade secrets as defined by Vermont law, the obligations of confidentiality shall continue indefinitely.

Return or Destruction of Confidential Information:

• Option A: Upon completion of the Services, termination of the consulting engagement, or at Disclosing Party's written request, Consultant shall immediately return to Disclosing Party all tangible and intangible Confidential Information, including electronic files and notes, or destroy such information and certify such destruction in writing.

• Option B: Consultant shall not retain any copies of the Confidential Information in any form whatsoever.

Notification of Unauthorized Disclosure:

• Option A: Consultant shall immediately notify Disclosing Party in writing of any unauthorized access, data breach, loss, or misuse of Confidential Information.

• Option B: Consultant shall cooperate fully in any remedial, forensic, or legal action necessary to address such event, as required by Vermont law (9 V.S.A. § 2435).

Remedies:

• Option A: Consultant acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm to Disclosing Party and that Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

• Option B: Consultant shall be liable for any breach of this Agreement, including actual damages, attorney's fees (if allowed under Vermont statutes), and indemnification of Disclosing Party for third-party claims resulting from the breach. Liquidated damages are excluded.

Dispute Resolution:

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties.

• Option B: If negotiation fails, the parties agree to mediate the dispute in Vermont. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration or to the exclusive jurisdiction of the state or federal courts located in Vermont.

Governing Law:

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to its conflict of law principles.

• Option B: Specifically, this agreement is subject to 9 V.S.A. § 4601 et seq. (Vermont Uniform Trade Secrets Act) and Vermont contract law.

Subcontractors/Employees:

• Option A: Consultant shall ensure that all employees, agents, or subcontractors who have access to Confidential Information are bound by written confidentiality obligations that meet or exceed the standards of this Agreement.

• Option B: Consultant shall be vicariously liable for any breach of this Agreement by such persons.

Personal Data:

• Option A: If the Services involve access to personal data, Consultant shall comply with all applicable provisions of Vermont's Personal Information Protection Act and other relevant privacy regulations.

• Option B: Consultant acknowledges and agrees to comply with all applicable privacy, cybersecurity, and trade secret statutes.

Vermont Practices:

• Option A: Nothing in this Agreement shall prevent Consultant from making disclosures required by law or regulation, including whistleblowing or lawful reporting to government authorities.

• Option B: Consultant's obligations under this agreement are subject to Consultant's compliance with applicable professional licensing requirements in Vermont.

Indirect Disclosures & Reverse Engineering:

• Option A: Consultant shall not use any Confidential Information to indirectly disclose or reverse engineer any aspect of Disclosing Party's products or services.

• Option B: For projects within regulated industries in Vermont (e.g., healthcare, education, cannabis), consultant agrees to additional confidentiality practices as required by state and federal laws.

Intellectual Property:

• Option A: No rights or licenses under intellectual property are granted except as expressly stated in a separate written agreement.

• Option B: The handling of jointly developed materials, intellectual property assignment (if in-scope), and obligations for further cooperation in protecting confidential and proprietary rights in Vermont, will be governed by a separate written agreement.

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.

• Option B: No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Binding Effect:

• Option A: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

• Option B: This Agreement and its terms survive the expiration or termination of any other agreement between the parties.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

Date: [Date]

[Consultant Name]

By: [Name]

Title: [Title, if applicable]

Date: [Date]