Virginia consultant nda template

Virginia Consultant Non-Disclosure Agreement

Effective Date: [Date]

This Virginia Consultant Non-Disclosure Agreement (this "Agreement") is made as of the Effective Date by and between:

• [Company Name], a [Virginia entity type, e.g., Virginia corporation] with its principal place of business at [Company Address], Virginia [Company Zip Code] ("Disclosing Party"), and
• [Consultant Name], a [Virginia entity type or Individual], with a business address at [Consultant Address], Virginia [Consultant Zip Code] ("Receiving Party").

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

WHEREAS, Receiving Party has been retained by Disclosing Party to provide consulting services (the "Services") related to [Scope of Work or Project Name] (the “Project”) in Virginia, and in connection therewith, may receive or have access to Disclosing Party's Confidential Information;

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

Definition of Confidential Information

Confidential Information means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, electronically, or in any other form, concerning Disclosing Party’s business, operations, products, services, clients, or technology, including, but not limited to:

• Business strategies, plans, marketing strategies, and financial information.
• Trade secrets as defined by the Virginia Uniform Trade Secrets Act (VUTSA), including formulas, patterns, compilations, programs, devices, methods, techniques, or processes.
• Technical data, designs, specifications, and product plans.
• Proposals, bids, pricing, cost structures, and other financial information.
• Supplier and client lists, contact information, and related data.
• Project-specific methodologies, processes, and know-how.
• Analytics, reports, and other data analysis.
• Deliverables created or accessed during the consultancy.
• Option A: All information relating to [Specific Topic 1].
• Option B: All information relating to [Specific Topic 2].

Exclusions from Confidential Information

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

• Is or becomes generally available to the public other than as a result of a disclosure by Receiving Party in violation of this Agreement.
• Was already in Receiving Party’s possession prior to its disclosure by Disclosing Party, provided that the source of such information was not bound by a confidentiality agreement with Disclosing Party.
• Is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, and can prove such independent development with written records.
• Is lawfully disclosed to Receiving Party by a third party who is not bound by a confidentiality agreement with Disclosing Party.
• Is required to be disclosed by law, regulation, or order of a court or governmental agency, provided that Receiving Party shall provide Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) to allow Disclosing Party to seek a protective order or other appropriate remedy.

Receiving Party’s Obligations

Receiving Party agrees to the following:

• To use the Confidential Information solely for the purpose of performing the Services under the agreement with Disclosing Party.
• Not to disclose the Confidential Information to any third party without the prior written consent of Disclosing Party.
• To protect the Confidential Information from unauthorized access, use, or disclosure using the same degree of care that Receiving Party uses to protect its own confidential information of a similar nature, but no less than reasonable care.
• Option A: To limit access to the Confidential Information to those of its employees, agents, or subcontractors who have a need to know such information for the purpose of performing the Services and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
• Option B: Not to make any copies of the Confidential Information except as reasonably necessary for the purpose of performing the Services. Any copies made shall be subject to the same confidentiality obligations as the original.

Data Protection and Security

Receiving Party shall:

• Implement and maintain reasonable and industry-appropriate administrative, physical, and technical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure.
• Comply with all applicable privacy laws and regulations, including the Virginia Consumer Data Protection Act (VCDPA) if consumer data is involved.
• Immediately notify Disclosing Party of any actual or suspected breach of security that may result in unauthorized access, use, or disclosure of Confidential Information.
• Option A: Implement encryption for all electronically stored Confidential Information.
• Option B: Maintain a written information security policy.

Subcontracting

Receiving Party shall not subcontract or delegate any portion of the Services that would involve access to Confidential Information without the prior written consent of Disclosing Party. Any permitted subcontractor shall be required to enter into a written confidentiality agreement with terms no less restrictive than those contained in this Agreement.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect for:

• The duration of the Services.
• Option A: Three (3) years following the termination of the Services.
• Option B: Five (5) years following the termination of the Services.
• Option C: Perpetually for information constituting trade secrets under the VUTSA, for as long as such information remains a trade secret under Virginia law.

The obligations of confidentiality under this Agreement shall survive the termination of the Services and this Agreement.

Return of Confidential Information

Upon the termination of the Services or upon Disclosing Party’s written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information, including all copies, summaries, and extracts thereof, in Receiving Party’s possession or control. Alternatively, at Disclosing Party’s option, Receiving Party shall destroy all such Confidential Information and certify in writing to Disclosing Party that such destruction has been completed.

Notification of Breach

Receiving Party shall immediately notify Disclosing Party upon becoming aware of any actual, suspected, or threatened breach of this Agreement or unauthorized access, use, or disclosure of Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in investigating and remediating any such breach.

Remedies

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Therefore, Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any such breach, in addition to any other remedies available at law or in equity, including monetary damages, reasonable attorneys’ fees, and any remedies available under the VUTSA.

Reverse Engineering

Receiving Party shall not reverse engineer, decompile, or disassemble any tangible or digital assets of Disclosing Party provided to Receiving Party in connection with the Services.

Non-Circumvention

Receiving Party shall not, directly or indirectly, circumvent Disclosing Party and contact, solicit, or transact business with any of Disclosing Party's clients, customers, vendors, or partners disclosed to Receiving Party in connection with the Services, without the prior written consent of Disclosing Party.

Non-Competition

Receiving Party shall not use Confidential Information to compete with Disclosing Party, directly or indirectly, in [Specific Geographic Area] for a period of [Number] years following the termination of the Services, limited to [Specific Business Activity]. This clause is intended to be interpreted consistent with Virginia Code § 40.1-28.7:8 and other applicable Virginia law regarding non-competition agreements.

Intellectual Property

Nothing in this Agreement shall be construed as granting Receiving Party any license or ownership rights in or to the Confidential Information. All intellectual property rights in and to the Confidential Information shall remain the exclusive property of Disclosing Party. Any inventions, copyrightable works, or other deliverables created by Receiving Party in the performance of the Services using Disclosing Party’s Confidential Information shall be owned by Disclosing Party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law 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 [City or County, Virginia].

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City or County, Virginia] in accordance with the rules of the American Arbitration Association.
• Option B: The parties agree to participate in non-binding mediation in [City or County, Virginia] before initiating any legal action.

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.

No Employment Relationship

Nothing in this Agreement shall be construed as creating an employment relationship between Disclosing Party and Receiving Party. Receiving Party is an independent contractor.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service, to the addresses set forth above. Notice by email is acceptable if a delivery receipt is requested and received.

Integration

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 modification of this Agreement shall be effective unless in writing and signed by both parties.

Flexibility Provision

This NDA is intended to be flexible and may be tailored for specific consulting industries, data sensitivity, or regulatory environments, such as healthcare, financial services, or government contracting. Specific legal references, such as HIPAA (for healthcare), GLBA (for financial services), or FAR/DFARS (for government contracting), may be incorporated via amendment as needed.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Disclosing Party:

By: [Name]

Title: [Title]

[Company Name]

[Company Address]

Receiving Party:

By: [Name]

Title: [Title (if applicable)]

[Consultant Name]

[Consultant Address]