Washington independent contractor nda template

Washington Independent Contractor Non-Disclosure Agreement

This Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date], by and between [Disclosing Party Legal Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and [Contractor Legal Name], a [State] [Entity Type] with its principal place of business at [Contractor Address] (“Contractor”).

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Disclosing Party to Contractor, whether orally, in writing, electronically, or by any other means, including but not limited to:

• Trade secrets as defined under the Washington Uniform Trade Secrets Act (RCW 19.108)
• Proprietary business methods
• Client and vendor lists
• Marketing strategies
• Technical data
• Financial records
• Intellectual property
• Software source code
• Business plans
• All non-public project materials
• Pricing information
• Passwords
• Digital assets
• Inventions
• Process details
• Any other information which a reasonable person would understand to be confidential given the nature of the information or the circumstances surrounding its disclosure.

2. Exclusions from Confidentiality

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

• Is or becomes publicly available through no breach of this Agreement by Contractor.
• Was already lawfully possessed by Contractor without obligation of confidentiality prior to its disclosure by Disclosing Party.
• Is rightfully received by Contractor from a third party who is not under any obligation of confidentiality to Disclosing Party.
• Is required to be disclosed by law or judicial, regulatory, or government order; provided that Contractor provides Disclosing Party with prompt written notice of such required disclosure to allow Disclosing Party to seek a protective order or other appropriate remedy.

3. Use of Confidential Information

Contractor agrees to use the Confidential Information solely for the purpose of performing the contracted services for Disclosing Party as described in [Reference to Contract or Project Description] (the "Purpose").

• Option A: Contractor shall not use the Confidential Information for any personal benefit, competing projects, reemployment or solicitation of Disclosing Party’s clients, or any other purpose outside the defined Purpose.
• Option B: Contractor may use the Confidential Information solely for the benefit of Disclosing Party and shall not disclose it to any third party except as expressly authorized by Disclosing Party in writing.

4. Safeguarding Confidential Information

Contractor shall take all reasonable steps to protect the Confidential Information from unauthorized disclosure or use, including, but not limited to:

• Storing Confidential Information securely, both physically and electronically.
• Limiting access to Confidential Information to only those employees, agents, or subcontractors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• Using secure communication methods, including encryption where appropriate, when transmitting Confidential Information electronically.
• Protecting passwords and other access credentials.
• Securely destroying or deleting Confidential Information when it is no longer needed for the Purpose, or upon Disclosing Party’s request, in accordance with industry best practices and applicable Washington data security standards.

5. Term and Duration

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue:

• Option A: During the term of the underlying contract and for a period of [Number] years thereafter.
• Option B: Indefinitely for trade secrets as defined under RCW 19.108 and for [Number] years for all other Confidential Information.
• Option C: Perpetually for all Confidential Information.

6. Return or Destruction of Confidential Information

Upon the termination of the underlying contract, or at any time upon Disclosing Party’s written request, Contractor shall promptly return to Disclosing Party all Confidential Information, including all copies, notes, digital files, and derived works, or, at Disclosing Party’s option, certify in writing that all such Confidential Information has been securely destroyed.

7. Notification of Breach

Contractor shall immediately notify Disclosing Party in writing of any breach or suspected breach of this Agreement, or any unauthorized access, loss, or misuse of Confidential Information. Contractor shall fully cooperate with Disclosing Party in investigating any such breach and in taking remedial measures to protect the Confidential Information.

8. Remedies

Contractor acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate.

• Option A: Disclosing Party shall be entitled to immediate injunctive relief in addition to any other remedies available at law or equity. Contractor agrees to indemnify Disclosing Party for any direct, indirect, or consequential damages resulting from a breach of this Agreement.
• Option B: In the event of a breach of this Agreement, Contractor shall be liable for liquidated damages of [Dollar Amount], plus reasonable attorney’s fees and costs as permitted by Washington law (RCW 4.84.330).

9. Independent Contractor Status

Contractor acknowledges and agrees that Contractor is an independent contractor and not an employee of Disclosing Party. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship. The obligations under this Agreement shall survive independent of any work-for-hire or IP assignment provisions in any other agreement between the parties.

10. Subcontracting

Contractor shall not subcontract or delegate any of its obligations under this Agreement without the prior written consent of Disclosing Party.

• Option A: If Disclosing Party consents to subcontracting, Contractor shall ensure that any subcontractor executes a written non-disclosure agreement with terms at least as stringent as those contained herein.
• Option B: Subcontracting is strictly prohibited under this agreement.

11. No Waiver

The failure of Disclosing Party to enforce any provision of this Agreement shall not constitute a waiver of Disclosing Party’s right to enforce such provision or any other provision of this Agreement in the future.

12. Non-Circumvention and Anti-Solicitation

Contractor agrees not to circumvent Disclosing Party to engage directly with any clients, vendors, or employees of Disclosing Party during the term of the underlying agreement and for a period of [Number] years thereafter. Contractor further agrees not to solicit or attempt to solicit any employees of Disclosing Party to terminate their employment.

13. Severability

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

14. Dispute Resolution

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

• Option A: The parties shall first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation in [City, County], Washington, before resorting to litigation.
• Option B: Any dispute shall be resolved through binding arbitration in [City, County], Washington, in accordance with the rules of the American Arbitration Association.

15. Governing Law

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.

16. 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. This agreement is voluntary, mutually negotiated, and the Contractor has had the opportunity to consult legal counsel.

17. Amendment

Any amendment to this Agreement must be in writing and signed by both parties.

18. Signatures

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

[Disclosing Party Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Date: [Date]

[Contractor Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Date: [Date]