Vermont independent contractor nda template

Vermont Independent Contractor Non-Disclosure Agreement

This Vermont Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

[Company Name], a [State] [Entity Type] with its principal place of business at [Company Address], hereinafter referred to as “Disclosing Party,”

and

[Contractor Name], residing at [Contractor Address], hereinafter referred to as “Receiving Party.”

WHEREAS, Disclosing Party possesses certain confidential information; and

WHEREAS, Disclosing Party desires to disclose such confidential information to Receiving Party for the sole purpose of Receiving Party providing services as an independent contractor pursuant to a separate agreement; and

WHEREAS, Receiving Party is willing to receive such confidential information and to protect the confidentiality thereof.

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

Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or visually, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets as defined by the Vermont Uniform Trade Secrets Act (9 V.S.A. §§ 4601 et seq.), proprietary business data, technical information, business processes, pricing, financial information, customer and vendor data, marketing and business plans, unpublished intellectual property, and any other information relating to Disclosing Party’s business or operations.

Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Option A: is or becomes publicly available other than as a result of a disclosure by Receiving Party in violation of this Agreement.
• Option B: was already known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party's prior written records.
• Option C: is rightfully received by Receiving Party from a third party without any obligation of confidentiality.
• Option D: is independently developed by Receiving Party without use of or reference to the Confidential Information.
• Option E: is required to be disclosed by law, regulation, or court order, provided that Receiving Party provides Disclosing Party with prompt written notice of such requirement, if legally permissible, to allow Disclosing Party to seek a protective order or other appropriate remedy.

Authorized Purpose

Receiving Party shall use the Confidential Information solely for the purpose of performing the services as an independent contractor as described in the [Name of Underlying Agreement] (the "Purpose").

• Option A: Receiving Party shall not use the Confidential Information for its own benefit or the benefit of any third party.
• Option B: Receiving Party shall not disclose or transfer the Confidential Information to any third party without the prior written consent of Disclosing Party.

Security Responsibilities

Receiving Party shall take reasonable measures to protect the confidentiality of the Confidential Information, which measures shall be at least as protective as those Receiving Party uses to protect its own confidential information of a similar nature.

• Option A: Receiving Party shall store Confidential Information in a secure location with limited access.
• Option B: Receiving Party shall implement appropriate technical and organizational measures to prevent unauthorized access to, use, or disclosure of Confidential Information.
• Option C: Receiving Party shall comply with all applicable Vermont data protection laws and regulations, including but not limited to those related to the secure disposal of data.

Electronic Data

If the Confidential Information includes electronic data, Receiving Party shall:

• Option A: Comply with Vermont’s data breach notification law (9 V.S.A. § 2435) in the event of any unauthorized access to or disclosure of sensitive personal or business information.
• Option B: Immediately notify Disclosing Party of any such unauthorized access or disclosure.
• Option C: Implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure.

Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue during the term of the [Name of Underlying Agreement] and for a period of [Number] [Years/Months] thereafter. Notwithstanding the foregoing, the obligation to protect trade secrets as defined under Vermont law shall continue indefinitely.

• Option A: The post-termination period shall be [Number] years.
• Option B: The post-termination period shall be indefinite for trade secrets.

Return or Destruction of Confidential Information

Upon termination of the [Name of Underlying Agreement] or upon Disclosing Party’s written request, Receiving Party shall promptly return to Disclosing Party all tangible embodiments of the Confidential Information, including but not limited to documents, files, and electronic media, or, at Disclosing Party’s option, destroy such materials and certify such destruction in writing to Disclosing Party.

Breach Notification and Cooperation

Receiving Party shall immediately notify Disclosing Party upon becoming aware of any breach or suspected breach of this Agreement, and shall fully cooperate with Disclosing Party in investigating and mitigating any such breach.

Consequences of Breach

Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages may be inadequate.

• Option A: Disclosing Party shall be entitled to seek injunctive relief to prevent or restrain any further breach of this Agreement, in addition to any other remedies available at law or in equity.
• Option B: Receiving Party shall be liable for all damages, including but not limited to direct, indirect, incidental, consequential, and punitive damages, arising out of any breach of this Agreement.
• Option C: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs. (Note: Check Vermont law regarding the enforceability of attorney's fees clauses).

Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Second, if negotiation fails, the parties may agree to submit the dispute to mediation.
• Third, if mediation is unsuccessful, the dispute shall be resolved by [Arbitration/Litigation] in the courts of competent jurisdiction in Vermont. This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, including but not limited to 9 V.S.A. §§ 4601 et seq. (Vermont Uniform Trade Secrets Act).

Independent Contractor Status

Receiving Party is an independent contractor and is not an employee, partner, or agent of Disclosing Party. Nothing in this Agreement shall be construed to create any such relationship. Receiving Party shall not represent to any third party that it is an employee, partner, or agent of Disclosing Party. No implied license or transfer of intellectual property rights is granted under this agreement.

Representations

Receiving Party represents and warrants that entering into this Agreement does not violate any prior agreements or obligations to third parties.

Notice of Legal Compulsion

Receiving Party shall promptly notify Disclosing Party of any court or administrative order requiring the release of Confidential Information and shall permit Disclosing Party to seek a protective order.

Governing Law and Severability

This Agreement is subject to and intended to comply with all applicable Vermont contract, privacy, and trade secret laws and regulations. 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.

Industry Specific Obligations

[If applicable, insert additional requirements under Vermont’s data protection or sectoral privacy laws relevant to the specific industry, such as healthcare, education, or technology.]

Amendments and Waivers

No amendment, waiver, or modification of this Agreement shall be valid unless in writing and signed by both parties. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision.

Opportunity to Seek Counsel

Each party acknowledges that it has had the opportunity to seek independent Vermont legal counsel before signing this Agreement.

Assignment

Receiving Party may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Disclosing Party.

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

____________________________

[Company Name]

By: [Name]

Title: [Title]

Address: [Company Address]

Email: [Company Email]

Phone: [Company Phone]

____________________________

[Contractor Name]

Address: [Contractor Address]

Email: [Contractor Email]

Phone: [Contractor Phone]