Wyoming consultant nda template

Wyoming Consultant Non-Disclosure Agreement

This Wyoming Consultant Non-Disclosure Agreement (this "Agreement") is made and effective as of [Date], by and between:

• [Company Legal Name], a [State] [Entity Type] with its principal place of business at [Company Address] ("Discloser"), and
• [Consultant Legal Name], residing at [Consultant Address] ("Recipient").

WHEREAS, Discloser possesses certain confidential information relating to its business; and

WHEREAS, Discloser desires to engage Recipient to provide consulting services; and

WHEREAS, in connection with such services, Discloser may disclose Confidential Information (as defined below) to Recipient.

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

Consulting Services and Purpose

• Recipient will provide consulting services to Discloser as described in [Consulting Agreement or Work Statement Reference].
• The purpose of disclosing Confidential Information is solely to enable Recipient to perform the consulting services related to [Specific Project or Area], specifically concerning [Wyoming-Specific Business Context, e.g., energy sector project, mineral rights assessment].

Definition of Confidential Information

• "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, or by any other means, that relates to Discloser's business, including, but not limited to:
  • Project strategies and business processes.
  • Proprietary methodologies.
  • Client data.
  • Marketing plans and financial records.
  • Technical documents, deliverables, and unpublished inventions or concepts.
  • Software and patent applications.
  • Trade secrets, as defined by Wyoming Uniform Trade Secrets Act (WY Stat § 40-24-101 et seq).

Exclusions from Confidentiality

• The obligations of confidentiality under this Agreement shall not apply to information that:
  • Was publicly known and generally available in the public domain prior to the time of disclosure by Discloser.
  • Becomes publicly known and generally available after disclosure through no action or inaction of Recipient.
  • Is already in Recipient's possession, as evidenced by its written records, prior to the time of disclosure by Discloser.
  • Is lawfully obtained by Recipient from a third party not under any obligation of confidentiality to Discloser.
  • Is independently developed by Recipient without use of or reference to the Confidential Information.
  • Is required to be disclosed by law, regulation, or court order, provided that Recipient provides Discloser with prompt notice and an opportunity to seek a protective order or other appropriate remedy, consistent with Wyoming Rules of Civil Procedure.

Use and Disclosure Restrictions

• Recipient shall use the Confidential Information solely for the purpose of performing the consulting services as described in [Consulting Agreement or Work Statement Reference].
• Recipient shall not disclose, publish, or commercialize the Confidential Information to any third party without Discloser's prior written consent.

Protection of Confidential Information

• Recipient shall implement and maintain reasonable and industry-appropriate measures to protect the security, access, and restricted dissemination of the Confidential Information. These measures should be consistent with practices prevalent in [Wyoming Industry Sector, e.g., Oil & Gas, Agriculture].
• Recipient shall adhere to all applicable Wyoming and federal data security regulations.

Term

• Option A: The obligations of confidentiality under this Agreement shall continue during the term of the consulting engagement and for a period of [Number] years following the termination of the engagement.
• Option B: The obligations of confidentiality under this Agreement shall continue during the term of the consulting engagement and shall continue indefinitely thereafter, or until such time as the information no longer qualifies as a trade secret under Wyoming law.

Return or Destruction of Confidential Information

• Upon termination of the consulting engagement or upon Discloser's written request, Recipient shall promptly return to Discloser all tangible and electronic materials containing Confidential Information, including notes, analyses, and derivations.
• Alternatively, at Discloser's option, Recipient shall securely destroy all such materials and provide Discloser with written certification of such destruction.

Notification of Unauthorized Disclosure

• Recipient shall immediately notify Discloser in writing upon discovery of any unauthorized use, loss, access by unauthorized persons, or actual or suspected breach of confidentiality.
• Recipient shall fully cooperate with Discloser in investigating and remediating any such breach, as required under Wyoming law and industry best practices.

Remedies

• Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser, for which monetary damages may be inadequate.
• Discloser shall be entitled to injunctive relief, in addition to any other remedies available at law or equity, including recovery of actual damages and attorney's fees as allowed by Wyoming law.

No License or Ownership Transfer

• Nothing in this Agreement shall be construed as granting Recipient any license or ownership rights in the Confidential Information.
• All intellectual property rights in the Confidential Information remain the sole property of Discloser.

Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.
• 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 [Wyoming County], Wyoming.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through direct negotiation between the parties. If negotiation fails, the parties shall attempt mediation in [City], Wyoming, before resorting to litigation.
• Option B: Any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration in [City], Wyoming, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding on the parties.

Enforceability of Restrictive Covenants

The parties agree that the confidentiality obligations contained herein are reasonable and necessary to protect Discloser's legitimate business interests. The scope, duration, and geographic area of these obligations are limited only to the extent reasonably necessary to protect Discloser's trade secrets and other confidential information under Wyoming law.

Severability

If any provision of this Agreement is held to be invalid or unenforceable under Wyoming law (WY Stat § 8-1-103), the remaining provisions shall remain in full force and effect.

Amendment

Any modification or amendment to this Agreement must be in writing and signed by both parties, in accordance with Wyoming's Statute of Frauds.

Independent Contractor Status

Recipient acknowledges and agrees that Recipient is an independent contractor and that this Agreement does not create any employment, partnership, or agency relationship between Recipient and Discloser under Wyoming employment law.

Mutual or Unilateral

• Option A: This Agreement is a unilateral non-disclosure agreement, with confidentiality obligations only on Recipient.
• Option B: This Agreement is a mutual non-disclosure agreement, and both parties have confidentiality obligations to each other.

Assignment

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, as governed by Wyoming law.

Compliance with Wyoming Regulations

Recipient shall comply with all applicable Wyoming data protection and privacy requirements, records retention mandates, and federal law (e.g., HIPAA, GLBA) as applicable to the consulting engagement, avoiding reference to out-of-state requirements that conflict with Wyoming law.

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.

Counterparts

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

This Agreement may be executed and delivered electronically, and such electronic signature shall be treated as an original signature for all purposes under the Wyoming Uniform Electronic Transactions Act.

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. Failure to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.

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

____________________________
[Company Legal Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]

____________________________
[Consultant Legal Name]