West Virginia consultant nda template

West Virginia Consultant Non-Disclosure Agreement

This West Virginia Consultant Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date of Signing], by and between:

• [Company Name], a [State] [Entity Type] with its principal place of business at [Company Address] (“Company”),
• and
• [Consultant Name], residing at [Consultant Address] and, if applicable, doing business as [Consultant Business Name] registered in West Virginia (collectively “Consultant”).

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Company to Consultant, whether orally, in writing, electronically, or visually, that relates to Company’s business, including, but not limited to:

• Proprietary know-how
• Business methodologies
• Trade secrets (as defined by the West Virginia Uniform Trade Secrets Act)
• Client and partner data
• Financial reports
• Marketing strategies
• Technical documentation
• Product prototypes
• Innovation plans
• Pricing
• Contractual details
• Any other sensitive material.

2. Exclusions from Confidentiality

This Agreement does not apply to information that:

• Was known to Consultant prior to disclosure by Company without any obligation of confidentiality.
• Is or becomes publicly available through no wrongful act or breach of this Agreement by Consultant.
• Is rightfully received by Consultant from a third party without any obligation of confidentiality.
• Is required to be disclosed pursuant to a West Virginia court order, administrative regulation, subpoena, or applicable state or federal legislation, provided that Consultant gives Company prompt written notice prior to such disclosure, and discloses only the minimum amount of information necessary to comply with the legal requirement.

3. Authorized Use

Consultant agrees to use the Confidential Information solely for the purpose of fulfilling the scope of consulting services as defined in the agreement between Company and Consultant. Consultant shall not use the Confidential Information for personal benefit, competitive advantage, or for the benefit of any third party.

4. Consultant Obligations

Consultant agrees to exercise reasonable and industry-standard safeguards to protect the Confidential Information from unauthorized disclosure, use, or access, including:

• Option A: Maintaining physical security of Confidential Information.
• Option B: Implementing and maintaining appropriate technical safeguards, including data encryption, password protection, and access controls, in compliance with West Virginia data security requirements.

Consultant shall promptly notify Company of any unauthorized disclosure, suspected breach, data loss, or potential misappropriation of the Confidential Information. Consultant will cooperate fully with Company in investigating and remediating any such event.

5. Term of Confidentiality

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

• Option A: For the duration of the consulting engagement.
• Option B: For a period of [Number] years following the termination of the consulting engagement.

6. Return or Destruction of Confidential Information

Upon termination of the consulting engagement or upon Company’s written request, Consultant shall promptly:

• Option A: Return to Company all tangible embodiments of the Confidential Information, including all copies, notes, and summaries.
• Option B: Destroy all tangible and intangible embodiments of the Confidential Information, including all copies, notes, summaries, derivatives, and backups, and certify such destruction in writing to Company.

7. Remedies for Breach

In the event of a breach of this Agreement by Consultant, Company shall be entitled to:

• Monetary damages, including actual and consequential damages.
• Contractual penalties as enforceable under West Virginia law.
• Temporary and permanent injunctive relief.
• Indemnification for any third-party claims resulting from Consultant’s breach.

8. Post-Termination Restrictions

The restrictions on use and disclosure of Confidential Information set forth in this Agreement shall continue to apply after the expiration or termination of this Agreement for the period specified in Section 5.

9. Independent Contractor Status

Consultant is an independent contractor of Company. Nothing in this Agreement shall be construed to create an employment, agency, partnership, or joint venture relationship between Company and Consultant.

10. Intellectual Property Ownership

Any and all work product, inventions, discoveries, or materials developed by Consultant while using or referencing Confidential Information shall be the sole and exclusive property of Company. Consultant hereby assigns to Company all right, title, and interest in and to such intellectual property.

11. Pre-Existing Intellectual Property

This Agreement shall not affect Consultant’s ownership of any intellectual property or knowledge that Consultant possessed prior to the commencement of the consulting engagement, as documented in disclosures provided to Company prior to the commencement.

12. Data Privacy Compliance

Consultant shall comply with all applicable West Virginia and federal data privacy laws, including but not limited to [List applicable laws, e.g., HIPAA, GLBA, FERPA], in connection with the use and handling of Confidential Information.

13. Reverse Engineering Prohibition

Consultant shall not reverse engineer, decompile, or disassemble any materials or data supplied by Company under this Agreement.

14. 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 the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation/arbitration in [City/County], West Virginia.
• This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable under West Virginia law, such provision shall be modified or removed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

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.

17. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

18. 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.

19. Assignment

Consultant may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Company.

20. Acknowledgment of Counsel

Each party acknowledges that it has had the opportunity to review this Agreement with independent West Virginia legal counsel.

21. Consideration

Consultant acknowledges that the consideration received for entering into this Agreement is access to Company's Confidential Information and the opportunity to perform the consulting services.

22. Condition Precedent

Acceptance of this Agreement is a condition precedent to the initiation of consulting services and access to Confidential Information.

23. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been 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. Electronic mail notice will be sufficient if a confirmation of receipt is obtained.

24. Industry/Regulatory Compliance

Consultant shall comply with all applicable industry-specific and regulatory requirements, including but not limited to [List applicable regulations, e.g., HIPAA, GLBA, FERPA, state-specific data protection laws].

25. Export Control/Territorial Restrictions

Consultant shall comply with all applicable export control laws and territorial confidentiality requirements.

26. Non-Compete/Non-Solicitation

• Option A: This Agreement does not contain any non-compete or non-solicitation provisions.
• Option B: Any non-compete or non-solicitation provisions are intended to be narrowly construed and enforceable only to the extent permitted by West Virginia law.

27. West Virginia Uniform Trade Secrets Act

This Agreement shall be interpreted in accordance with the West Virginia Uniform Trade Secrets Act, and any misappropriation of trade secrets shall be subject to the remedies provided thereunder.

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

[Company Name]

By: [Name of Authorized Representative]

Title: [Title]

[Consultant Name]

Signature: [Consultant Signature]