Virginia independent contractor nda template

Virginia Independent Contractor Non-Disclosure Agreement

This Virginia Independent Contractor Non-Disclosure Agreement ("Agreement") is made and effective as of this [Date] by and between:

[Disclosing Party's Full Legal Name], residing at [Disclosing Party's Address], and if a business entity, also known as [Disclosing Party's Business Name], whose principal place of business is located at [Disclosing Party's Business Address] ("Discloser");

and

[Independent Contractor's Full Legal Name], residing at [Independent Contractor's Address], and if a business entity, also known as [Independent Contractor's Business Name], whose principal place of business is located at [Independent Contractor's Business Address] ("Contractor").

WHEREAS, Discloser possesses certain confidential information; and

WHEREAS, Discloser desires to engage Contractor as an independent contractor and to disclose such confidential information to Contractor solely for the purpose of performing services under that separate agreement or project engagement.

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

Relationship of the Parties

Contractor is an independent contractor of Discloser, and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties. This Agreement is entered into as part of a [Describe service/project name] agreement, dated [Date].

Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Discloser to Contractor, whether orally, in writing, electronically, or by any other means, that is not generally known to the public, including but not limited to:

• Technical data, trade secrets as defined in Virginia Code § 59.1-336 (Virginia Uniform Trade Secrets Act), know-how, designs, formulas, processes, algorithms, software code, inventions (whether patentable or not), and research and development information.
• Non-public business strategies, budgets, financial information, projections, forecasts, customer lists, supplier lists, marketing plans, and operational processes.
• Proprietary technology, business methodologies, client and supplier details, marketing plans, operational processes, software, inventions, samples, designs, pricing, and contract terms.
• Any other written, electronic, or oral disclosures directly or indirectly related to the contracted work.

Exclusions from Confidential Information

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

• Is or becomes publicly available through no fault of Contractor.
• Is independently developed by Contractor without use of Discloser's Confidential Information.
• Is lawfully received by Contractor from a third party who is not bound by any confidentiality obligation to Discloser.
• Is required to be disclosed by applicable law, subpoena, or valid court order, provided that Contractor gives Discloser prompt written notice of such requirement to allow Discloser to seek a protective order or other appropriate remedy.

Permitted Use

Contractor shall use the Confidential Information solely for the purpose of performing services under the independent contractor agreement with Discloser.

Contractor shall not use the Confidential Information for any personal benefit or for the benefit of any third party.

Contractor shall not directly or indirectly disclose, transmit, duplicate, or leak the Confidential Information in any form to any unauthorized parties.

Safeguards

Contractor shall take all commercially reasonable steps to protect the Confidential Information from unauthorized disclosure, including:

• Storing the Confidential Information in a secure location.
• Restricting access to the Confidential Information to those employees or agents of Contractor who have a need to know the information to perform the services under the independent contractor agreement and who have signed a confidentiality agreement with Contractor containing terms substantially similar to those contained herein.
• Using password protection and encryption (if handling digital data).
• Implementing and maintaining appropriate physical, technical, organizational, and procedural safeguards to protect the Confidential Information.
• Not disclosing the Confidential Information to subcontractors or agents without prior written consent from Discloser and a corresponding NDA.

Return of Materials

Upon termination of the independent contractor agreement or at Discloser's written request, Contractor shall immediately return to Discloser all Confidential Information, including all copies, notes, summaries, and electronic files, or destroy the same and certify such destruction in writing to Discloser. This includes backup data.

Term

The obligations of confidentiality under this Agreement shall survive the termination or expiration of the independent contractor relationship and shall continue in effect for a period of [Number] years thereafter.

For information constituting a trade secret under the Virginia Uniform Trade Secrets Act, the obligations of confidentiality shall continue for as long as such information remains a trade secret under Virginia law.

Virginia Uniform Trade Secrets Act

This Agreement is intended to protect trade secrets under the Virginia Uniform Trade Secrets Act (Virginia Code § 59.1-336 et seq.). Discloser shall be entitled to injunctive relief and other equitable remedies to prevent any threatened or actual disclosure of trade secrets, in addition to any other remedies available at law or in equity.

Notification of Breach

Contractor shall immediately notify Discloser in writing upon discovery of any actual or suspected breach of this Agreement or unauthorized disclosure of the Confidential Information. Contractor shall cooperate fully with Discloser in investigating and remediating any such breach. Contractor shall promptly provide all relevant details and assistance. Contractor may have a duty to report under applicable Virginia privacy or industry-specific regulations.

Remedies

In the event of a breach of this Agreement by Contractor, Discloser shall be entitled to:

• Injunctive relief.
• Specific performance.
• Damages, including actual, consequential, special, or liquidated damages (if appropriate and enforceable under Virginia law).
• Reimbursement of legal fees and costs.
• The right to withhold payment or terminate the independent contractor relationship.
• Any other legal or equitable relief.

Representations and Warranties

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

Contractor represents and warrants that it has disclosed to Discloser any prior obligations that could conflict with this Agreement.

Contractor represents and warrants that it will not bring any confidential information of any third parties to Discloser.

Governing Law and Forum

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.

Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [City, Virginia].

Option A: The parties agree to attempt to resolve any dispute through mediation prior to initiating litigation.

Option B: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

Notice of Compelled Disclosure

To the extent legally permissible, Contractor shall provide Discloser with advance written notice of any requirement to disclose the Confidential Information pursuant to legal process.

No Agency or Employment

Nothing in this Agreement shall be construed as creating an employer-employee relationship, joint venture, or partnership between Discloser and Contractor.

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 written instrument signed by both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, 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 party against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy shall operate as a waiver.

Signatures

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

[Disclosing Party's Full Legal Name/Business Name]

By: [Name]

Title: [Title, if applicable]

Date: [Date]

[Independent Contractor's Full Legal Name/Business Name]

By: [Name]

Title: [Title, if applicable]

Date: [Date]

Data Protection Compliance (Optional)

If the Contractor handles or accesses personal data of Virginia residents, Contractor shall comply with all applicable provisions of the Virginia Consumer Data Protection Act (VCDPA), including requirements for safeguarding personal data and providing notice of data incidents or breaches.

If the Contractor is subject to sector-specific information security requirements, such as HIPAA, GLBA, or FERPA, the Contractor shall adhere to all applicable provisions of such regulations.

Work Product (Optional)

Option A: All work product, developed intellectual property, and tangible deliverables created by Contractor in connection with the services provided to Discloser shall be the sole and exclusive property of Discloser.

Option B: Ownership of work product, developed intellectual property, and tangible deliverables shall be governed by a separate agreement between the parties.

Counterparts and 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 acceptable and binding.

Foreign Contractor Compliance (Optional)

Contractor acknowledges and agrees to comply with all applicable U.S. export control laws, OFAC regulations, and other restrictions if Confidential Information may be subject to such laws.