Wyoming independent contractor nda template

Wyoming Independent Contractor Non-Disclosure Agreement (NDA)

This Wyoming Independent Contractor Non-Disclosure Agreement (the “Agreement”) is made as of this [Date of Signing] by and between:

• [Company Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] (“Discloser”), and
• [Contractor Name], residing at [Contractor Address] (“Recipient”).

1. Definition of Confidential Information

Confidential Information means any information disclosed by Discloser to Recipient, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including without limitation:

• Business methods, client details, technical data, invention disclosures, software code, workflow processes, project designs, marketing plans, unpublished financial information, supplier lists, and proprietary documents.
• Any oral, written, electronic, or digital communications related to the Discloser’s business.
• Option A: Specifically including all information related to [Specific Project or Area].
• Option B: Excluding only information available to the general public before the commencement of this agreement.

2. Exclusions from Confidential Information

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 already in Recipient’s possession prior to its disclosure by Discloser, as evidenced by Recipient’s written records.
• Is rightfully received by Recipient from a third party without any obligation of confidentiality.
• Is required to be disclosed by law or court order, provided that Recipient gives Discloser prompt written notice of such requirement (unless prohibited by law) to allow Discloser to seek a protective order or other appropriate remedy.
• Option A: Including, but not limited to, disclosure under the Wyoming Public Records Act where legally mandated.
• Option B: Excluding information approved for release in writing by [Name of Discloser Representative].

3. Use of Confidential Information

Recipient agrees to use the Confidential Information solely for the purpose of [Specifically Defined Purpose of Contractor Engagement] (the “Purpose”). Recipient shall not use the Confidential Information for any other purpose, including but not limited to any personal, competitive, or commercial purpose unrelated to the Purpose. Recipient shall not disclose the Confidential Information to any third party without Discloser’s prior written consent. This restriction applies to any subcontractors, agents, or assistants used by the Contractor.

• Option A: The purpose shall be strictly limited to the deliverables listed in Exhibit A.
• Option B: Recipient may disclose Confidential Information to employees/agents with a need to know.

4. Protection of Confidential Information

Recipient agrees to protect the Confidential Information using the same degree of care, but no less than a reasonable degree of care, as Recipient uses to protect its own confidential information of a similar nature. Recipient shall implement and maintain appropriate physical, technical, and organizational measures to protect the Confidential Information from unauthorized access, use, or disclosure, including but not limited to:

• Secure electronic transmission and storage.
• Password protection and access controls.
• Limiting printing and copying of Confidential Information.
• Option A: Recipient will maintain cyber liability insurance with a minimum coverage of [Dollar Amount].
• Option B: All digital storage of Confidential Information must be encrypted to industry standards.

5. Confidentiality Period

The obligations of confidentiality under this Agreement shall continue for a period of [Number] years after the termination or expiration of this Agreement. Trade secrets, as defined under Wyoming’s Uniform Trade Secrets Act (W.S. § 40-24-101 et seq.), shall be protected in perpetuity.

• Option A: Confidentiality for specific client lists shall be perpetual.
• Option B: Confidentiality terminates upon written notification from Discloser.

6. Return of Confidential Information

Upon Discloser’s written request or upon the termination or expiration of this Agreement, Recipient shall promptly return to Discloser all Confidential Information, including all copies, summaries, notes, and electronic records, or, at Discloser’s option, certify in writing its destruction.

• Option A: Certification of destruction shall be provided by an authorized officer of Recipient.
• Option B: Discloser may send a representative to audit the destruction process.

7. Notice of Unauthorized Disclosure

Recipient shall promptly notify Discloser in writing upon discovery of any unauthorized access, use, or disclosure of the Confidential Information, and shall cooperate fully with Discloser in investigating and mitigating any such breach, in accordance with applicable Wyoming data breach notification laws.

• Option A: Notification must be within 24 hours of discovery.
• Option B: Recipient is responsible for the cost of credit monitoring services for affected individuals if required under Wyoming law.

8. Remedies for Breach

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages may be inadequate. In the event of a breach or threatened breach of this Agreement, Discloser shall be entitled to seek injunctive relief, specific performance, and other equitable remedies in addition to any other remedies available at law, including actual damages, lost profits, court costs, and reasonable attorney’s fees. This Agreement is not intended to create a non-compete obligation.

• Option A: Liquidated damages shall be [Dollar Amount] per instance of unauthorized disclosure.
• Option B: Discloser may seek punitive damages in addition to other remedies.

9. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to attempt to resolve the dispute through mediation in [City, Wyoming]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City, Wyoming], in accordance with the rules of the American Arbitration Association.

• Option A: Arbitration shall be conducted by a single arbitrator.
• Option B: The arbitrator’s decision shall be final and binding.

10. Governing Law

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. The parties agree that any lawsuit or arbitration arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County, Wyoming].

• Option A: This choice of law is exclusive and binding.
• Option B: Any provision contradicting Wyoming public policy is void.

11. Severability

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

• Option A: The parties will renegotiate in good faith to replace the invalid provision with a valid and enforceable provision.
• Option B: The remainder of the agreement will be interpreted to achieve the original intent as closely as possible.

12. Data Protection

Recipient agrees to comply with all applicable Wyoming and federal laws regarding the protection of sensitive or personal information, including but not limited to HIPAA, GLBA, and any other relevant data privacy regulations applicable to the services provided under this agreement.

• Option A: Recipient warrants compliance with all requirements of [Specific Law/Regulation].
• Option B: Recipient shall provide proof of compliance upon Discloser’s request.

13. Independent Contractor Status

Recipient acknowledges and agrees that Recipient is an independent contractor and not an employee of Discloser. Recipient shall not have any authority to represent or bind Discloser, except as expressly authorized in writing for the performance of the services.

• Option A: Recipient is responsible for all applicable taxes and withholdings.
• Option B: Recipient will maintain its own worker's compensation insurance.

14. No License

Nothing in this Agreement shall be construed as granting Recipient any license or ownership rights to the Confidential Information, except as strictly necessary for the performance of the Purpose.

• Option A: All intellectual property rights remain with the Discloser.
• Option B: Any derivative works created by Recipient shall be the sole property of the Discloser.

15. Waiver

No waiver of any right or remedy under this Agreement shall be effective unless made in writing and signed by the waiving party.

• Option A: A waiver of one breach does not waive subsequent breaches.
• Option B: Any waiver must be supported by consideration.

16. Amendment

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

• Option A: Amendments are effective upon signing.
• Option B: Amendments require formal notarization in Wyoming.

17. Independent Legal Counsel

Recipient acknowledges that Discloser has advised Recipient to seek independent legal counsel regarding this Agreement. Recipient represents that Recipient [has/has not] consulted with independent legal counsel regarding this Agreement.

• Option A: Recipient's counsel is [Counsel Name], [Law Firm Name].
• Option B: Recipient has knowingly waived the right to legal counsel.

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

Discloser:

____________________________

[Company Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

Recipient:

____________________________

[Contractor Name]