Free Contractor NDA Template

CONTRACTOR CONFIDENTIALITY AGREEMENT

This Agreement is made on [DATE] between [CLIENT NAME], [ADDRESS] ("Client"), and [CONTRACTOR NAME / BUSINESS], [ADDRESS] ("Contractor").

1. PURPOSE. Client will share information with Contractor to perform [DESCRIBE PROJECT] under the agreement dated [DATE] ("Project").

2. CONFIDENTIAL INFORMATION. "Confidential Information" means non-public information that Client discloses to Contractor for the Project and that is marked confidential or that a reasonable person would understand to be confidential, including Client's data, systems access credentials, customer information, product plans and financial information.

3. EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes public through no fault of Contractor; (b) Contractor knew before disclosure; (c) Contractor receives from a third party without restriction; or (d) Contractor develops independently. Contractor's pre-existing materials, tools, methods and general skills and know-how are not Client's Confidential Information.

4. OBLIGATIONS. Contractor will: (a) use Confidential Information only for the Project; (b) disclose it only to Contractor's personnel and approved subcontractors who need to know it and are bound by confidentiality terms at least as protective; (c) protect it using reasonable security measures, including secure storage and strong authentication; and (d) notify Client promptly of any known unauthorised access or disclosure.

5. PERSONAL DATA. If Contractor processes personal data for Client, Contractor will do so only on Client's instructions and in line with applicable data protection law [and the data processing addendum attached as Schedule A, if any].

6. DURATION. Obligations continue for [2] years after the Project ends, except trade secrets, which are protected while they remain trade secrets.

7. RETURN OR DESTRUCTION. At the end of the Project or on request, Contractor will return or securely delete Client's Confidential Information, except copies retained in automatic backups or as required by law, which remain subject to this Agreement until deleted.

8. OTHER CLIENTS. Nothing in this Agreement prevents Contractor from providing services to other clients, including competitors of Client, provided Contractor does not use or disclose Client's Confidential Information.

9. COMPELLED DISCLOSURE AND PROTECTED RIGHTS. Contractor may disclose Confidential Information if legally required, after prompt notice where permitted, and nothing prevents Contractor from reporting possible violations of law to a government agency.

10. DTSA NOTICE (18 U.S.C. § 1833(b)). Contractor will not be held liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or in a document filed under seal in a lawsuit.

11. NO LICENCE. No ownership or licence rights are granted by this Agreement. Ownership of Project deliverables is governed by the Project agreement.

12. GOVERNING LAW. This Agreement is governed by the laws of [STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

CLIENT: _______________________  Date: __________
CONTRACTOR: ___________________  Date: __________

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.