West Virginia independent contractor nda template

West Virginia Independent Contractor Non-Disclosure Agreement

This West Virginia Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Effective Date], by and between:

• [Hiring Party Full Legal Name], located at [Hiring Party Address], (“Discloser”), and
• [Independent Contractor Full Legal Name], located at [Independent Contractor Address], (“Recipient”).

1. Definition of Confidential Information

• Option A: “Confidential Information” means any and all information disclosed by Discloser to Recipient, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:
  • Proprietary business processes
  • Technical data
  • Trade secrets as defined by West Virginia Code §47-22
  • Client and prospect lists
  • Marketing and pricing strategies
  • Product designs
  • Software code
  • Financial records
  • Contract terms and bids
  • Project proposals
• Option B: "Confidential Information" means only the following categories of information disclosed by Discloser to Recipient: [Specify Categories of Confidential Information]. All other information disclosed is not Confidential Information.

2. Exclusions from Confidentiality

• 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 Recipient;
  • was rightfully in Recipient's possession prior to disclosure by Discloser;
  • is rightfully disclosed to Recipient by a third party without restriction on disclosure; or
  • is required to be disclosed by law or court order; provided that Recipient shall provide Discloser with prompt written notice of such requirement, to the extent legally permissible, to allow Discloser to seek a protective order or other appropriate remedy.
  • Recipient must give [Number] days' notice.

3. Use of Confidential Information

• Recipient shall use the Confidential Information solely for the purpose of [State Purpose of Use, e.g., providing consulting services to Discloser].
• Recipient shall not:
  • Disclose the Confidential Information to any third party.
  • Copy or reproduce the Confidential Information, except as necessary for the Purpose.
  • Use the Confidential Information for its own benefit or the benefit of any third party.
  • Reverse engineer, decompile, or disassemble any Confidential Information that is in tangible form.

4. Security of Confidential Information

• Option A: Recipient shall take reasonable measures to protect the confidentiality of the Confidential Information, including, at a minimum, measures that Recipient takes to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• Option B: Recipient will implement the following security measures:
  • Password protection on all devices used to access Confidential Information.
  • Encryption of Confidential Information when stored electronically.
  • Restricting access to Confidential Information to only those employees or contractors who have a need to know for the Purpose.

5. Term

• Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years following the termination of the relationship between Discloser and Recipient.
• Option B: The obligations of confidentiality under this Agreement shall continue in perpetuity with respect to [Specify Category of Information to be held confidential in perpetuity].

6. Return of Confidential Information

• Upon the earlier of (a) Discloser’s request or (b) the termination of the relationship between Discloser and Recipient, Recipient shall promptly return to Discloser all Confidential Information in its possession or control, including all copies thereof, or, at Discloser's option, destroy all such Confidential Information and certify such destruction in writing.

7. Notice of Breach

• Recipient shall immediately notify Discloser in writing upon becoming aware of any unauthorized use or disclosure of the Confidential Information. The written notice must be provided within [Number] hours of the breach.

8. Remedies

• Option A: Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Discloser for which monetary damages would be inadequate, and that Discloser shall be entitled to seek injunctive relief to prevent or restrain any such breach, in addition to any other remedies available at law or in equity, including monetary damages and attorney's fees.
• Option B: Recipient agrees to pay liquidated damages of [Dollar Amount] per incident for any unauthorized disclosure of Confidential Information. Discloser retains the right to pursue other available remedies.

9. No Ownership or License

• Recipient acknowledges that Discloser retains all right, title, and interest in and to the Confidential Information. No license, express or implied, is granted to Recipient under this Agreement. All deliverables, inventions, or derivative works created by Recipient in connection with the Confidential Information shall be the sole property of Discloser.

10. No Waiver

• No failure or delay by Discloser in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

11. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • First, good faith negotiation between the parties.
  • Second, if negotiation fails, mediation in [City, West Virginia].
  • Third, if mediation fails, binding arbitration in accordance with the rules of the American Arbitration Association in [City, West Virginia].

12. Governing Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to its conflict of laws principles. The exclusive venue for any legal action arising out of or relating to this Agreement shall be the state or federal courts located in [County Name] County, West Virginia.

13. Independent Contractor Status

• Recipient acknowledges and agrees that it is an independent contractor and not an employee, partner, or agent of Discloser. Nothing in this Agreement shall be construed to create any such relationship. This agreement is made and intended to be compliant with West Virginia labor statutes.

14. Compliance with Laws

• Recipient shall comply with all applicable federal, state, and local laws and regulations, including, but not limited to, West Virginia data privacy laws and any industry-specific regulations such as HIPAA, GLBA, or FERPA, if applicable to the work being performed.

15. Whistleblower Protection

• Nothing in this Agreement shall prevent Recipient from reporting suspected violations of law or regulation to any governmental agency or entity, or from participating in any investigation or proceeding conducted by such agency or entity, as protected by West Virginia law.

16. Entire Agreement and Amendment

• 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 may be amended only by a writing signed by both parties.

17. Severability

• If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

18. Assignment

• This Agreement may not be assigned by Recipient without the prior written consent of Discloser.

19. 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.

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

[Hiring Party Full Legal Name]

By: [Hiring Party Authorized Signature]

Name: [Hiring Party Printed Name]

Title: [Hiring Party Title]

[Independent Contractor Full Legal Name]

By: [Independent Contractor Signature]

Name: [Independent Contractor Printed Name]