Washington consultant nda template

Washington Consultant Non-Disclosure Agreement

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

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

[Receiving Party Name], a [Entity Type, e.g., Individual], with a principal place of business/residence at [Receiving Party Address], ("Receiving Party").

1. Definition of Confidential Information

For purposes of this Agreement, "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, that relates to Disclosing Party’s business, including, but not limited to:

• Client business strategies
• Client lists
• Software and code
• Technical documentation
• Project proposals
• Deliverables
• Pricing
• Financial data
• Internal policies
• Proprietary methodologies
• Inventions
• Trade secrets as defined under Washington’s Uniform Trade Secrets Act (RCW 19.108)

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly known or available without breach of this Agreement.
• Option A: Was already in Receiving Party’s possession before its disclosure by Disclosing Party, as evidenced by Receiving Party's written records.
  Option B: Was already in Receiving Party’s possession before its disclosure by Disclosing Party, but Receiving party must demonstrate this possession.
• Is independently developed by Receiving Party without use of any Confidential Information.
• Is rightfully received by Receiving Party from a third party not under any confidentiality obligation to Disclosing Party.
• Is required to be disclosed by law, court order, or subpoena.
  • Receiving Party shall provide Disclosing Party with prompt written notice of such requirement to allow Disclosing Party to seek a protective order or other appropriate remedy. Receiving Party shall cooperate with Disclosing Party in seeking such order or remedy. Receiving Party shall disclose only such information as is legally required and shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the information so disclosed.

3. Permitted Purpose

Receiving Party shall use the Confidential Information solely for the purpose of [Describe Permitted Purpose, e.g., performing consulting services related to project X] (the "Permitted Purpose").

• Receiving Party shall not use the Confidential Information for personal gain, to benefit any competitor of Disclosing Party, or for any other purpose.

4. Standard of Care

Receiving Party shall protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but no less than reasonable care.

• Option A: Reasonable care includes secure storage (both physical and digital), limiting disclosure to those within Receiving Party's organization with a need to know who themselves are under confidentiality obligations, protection against inadvertent disclosures, and protocols for secure transmission and destruction of data.
  Option B: Reasonable care includes [add specific additional requirements, if any].

5. Return or Destruction of Confidential Information

Upon Disclosing Party's written request or upon termination of the engagement, Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, including all copies, notes, and derivatives thereof.

• Option A: Receiving Party shall, upon request, provide Disclosing Party with written certification of such destruction.
  Option B: No certification is required.

6. Term of Confidentiality

The obligations of confidentiality under this Agreement shall continue during the term of the consulting engagement and for a period of [Number] years after the termination of the engagement.

• Option A: …or so long as the information remains a trade secret under Washington law.
  Option B: …with no time limit for trade secrets.

7. Identifying Confidential Information

In cases of ambiguous disclosure, Disclosing Party shall identify Confidential Information by:

• Labeling written disclosures as "Confidential."
• Documenting oral disclosures in writing and providing such documentation to Receiving Party within [Number] days of the oral disclosure.

8. Remedies for Breach

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party. Disclosing Party shall be entitled to:

• Injunctive relief to prevent or restrain any such disclosure or use.
• Actual damages suffered by Disclosing Party as a result of the breach.
  • Option A: Including lost profits.
    Option B: Excluding lost profits.
• Recovery of trade secret misappropriation per RCW 19.108.

9. Notice of Unauthorized Disclosure

Receiving Party shall promptly notify Disclosing Party in writing upon discovery of any unauthorized access, breach, or suspected or actual disclosure of Confidential Information.

• Receiving Party shall fully cooperate with Disclosing Party in the investigation of any such event and shall take all reasonable steps to prevent further disclosure.

10. Governing Law and Venue

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

• Option A: 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, Washington.
  Option B: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Seattle, Washington. If mediation fails, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

11. Intellectual Property

All intellectual property rights in the Confidential Information shall remain the exclusive property of Disclosing Party.

• Option A: Any materials developed by Receiving Party during the engagement that incorporate Confidential Information shall be the property of Disclosing Party.
  Option B: Any materials developed by Receiving Party remain the property of the consultant.

12. Non-Solicitation

During the term of this Agreement and for a period of [Number] years after the termination of the engagement, Receiving Party shall not solicit for employment any employee or consultant of Disclosing Party.

• This clause is enforceable only to the extent permitted by applicable Washington law, including RCW 49.62.

13. Whistleblower Protection

Nothing in this Agreement shall be construed to prevent Receiving Party from making disclosures protected under whistleblower laws or regulations.

14. Compliance with Laws

Receiving Party shall comply with all applicable data privacy and industry-specific regulations, including but not limited to [List Applicable Regulations, e.g., HIPAA, GLBA].

15. Amendment and Waiver

Any amendment or waiver of this Agreement must be in writing and signed by both parties.

16. Severability

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

17. 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.

18. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

Contact Information: [Phone Number, Email Address]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

Contact Information: [Phone Number, Email Address]