[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-consultant-non-disclosure-agreement-D153":3},{"document":4,"label":20,"preview":11,"thumb":21,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":22,"breadcrumb":26,"related":34,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":19},"CONSULTANT NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS, Consultant has been or will be engaged in the performance of work on the Company's System (the \"System\"); and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Consultant and Company wish to evidence by this agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: Proprietary Information Consultant acknowledges that the System, the source code, object code and all System documentation relating thereto (\"Proprietary Information\") are confidential and proprietary to the Company; and Consultant agrees to use reasonable care (the same being not less than that employed to protect Consultant's own proprietary information) to safeguard the Proprietary Information and to prevent the unauthorized use or disclosure thereof. Non-Disclosure Consultant shall disclose or give access to Proprietary Information only to such Consultant's employees, agents or contractors (\"Consultant Personnel\") having a need-to-know in connection with Consultant's engagement and for use in connection therewith. Consultant will advise Consultant Personnel having access to Proprietary Information of the confidential and proprietary nature thereof. Copies Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary notices contained in the original. Termination Consultant shall, upon completion of the tasks assigned to Consultant, upon termination of Consultant's engagement with respect to the System, or upon demand, whichever is earliest, return any and all Proprietary Information (including any copies or reproductions thereof in its possession or control. 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In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12",513,"https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":92,"description":6},"consulting agreement long",[94,96],{"label":29,"url":95},"business-legal-agreements",{"label":97,"url":98},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":102,"descriptionCustom":6,"label":48,"pages":8,"size":87,"extension":10,"preview":103,"thumb":50,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":112,"url":113},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[124],{"label":17,"url":125},"consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":87,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":137,"keywords":145,"url":146},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":136,"description":6},"employment agreement_at will employee",[138,141,144],{"label":139,"url":140},"Human Resources","human-resources",{"label":142,"url":143},"Hire an Employee","hire-employee",{"label":29,"url":95},"employment agreement at will employee","/template/employment-agreement-at-will-employee-D541",{"description":148,"descriptionCustom":6,"label":149,"pages":131,"size":150,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":155,"keywords":160,"url":161},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[156,157],{"label":29,"url":95},{"label":158,"url":159},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":163,"descriptionCustom":6,"label":164,"pages":117,"size":87,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":169,"url":173},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":169,"description":6},"service agreement",[171,172],{"label":29,"url":95},{"label":29,"url":95},"/template/service-agreement-D12711",false,{"seo":176,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":251,"clauses":282,"how_to_fill":333,"common_mistakes":374,"faqs":399,"industries":427,"comparisons":452,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":507,"classification":508},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Consultant Non Disclosure Agreement Template | BIB","Free consultant NDA template to protect confidential business information shared with outside consultants. Download in Word, edit online, or export as PDF.","consultant non disclosure agreement template",[181,182,183,184,185,186,187],"consultant nda template","consultant confidentiality agreement template","non disclosure agreement for consultants","consultant nda template word","consultant nda template free","consulting confidentiality agreement","independent consultant nda",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192,"notarization_required":174},"medium",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Consultant Non Disclosure Agreement is a legally binding contract between a company and an outside consultant that prohibits the consultant from disclosing or misusing confidential information shared during the engagement. This free Word download covers the full scope of protected information, permitted uses, duration of obligations, and remedies — ready to edit online and export as PDF before any consulting work begins.\n","Use it before sharing proprietary data, trade secrets, financial figures, client lists, product roadmaps, or strategic plans with any outside consultant, advisor, or freelance specialist. It should be signed before the first briefing call or document handover.\n","Definition of confidential information, permitted use restrictions, exclusions from confidentiality, consultant obligations and standard of care, term and survival clauses, return or destruction of materials, injunctive relief, and governing law.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Business owners","Protecting trade secrets before briefing an outside specialist","persona-small-business-owner",{"title":205,"use_case":206,"icon_asset_id":207},"Startup founders","Sharing product roadmaps or cap table details with a fractional CFO or advisor","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Operations managers","Engaging a process improvement consultant with access to internal workflows","persona-operations-director",{"title":213,"use_case":214,"icon_asset_id":215},"HR directors","Onboarding a compensation or organizational development consultant","persona-hr-manager",{"title":217,"use_case":218,"icon_asset_id":219},"In-house legal counsel","Standardizing the NDA used for all external advisory engagements","persona-legal-counsel",{"title":221,"use_case":222,"icon_asset_id":223},"IT and technology leaders","Bringing in a cybersecurity or systems consultant with network access","persona-it-manager",[225,229,232,236,240,244,248],{"situation":226,"recommended_template":227,"slug":228},"Mutual information sharing between company and consultant","Mutual Non Disclosure Agreement","mutual-non-disclosure-agreement-D955",{"situation":230,"recommended_template":60,"slug":231},"One-way NDA from employee joining the company","non-disclosure-agreement-nda-D12692",{"situation":233,"recommended_template":234,"slug":235},"Protecting information shared in a potential acquisition or merger","M&A Non Disclosure Agreement","how-to-conduct-a-merger-or-acquisition-D12968",{"situation":237,"recommended_template":238,"slug":239},"Covering confidentiality within a broader consulting engagement contract","Consulting Agreement","consulting-agreement---long-D12543",{"situation":241,"recommended_template":242,"slug":243},"Short-form one-page NDA for low-risk or brief engagements","Simple Non Disclosure Agreement","contractor-non-disclosure-agreement-nda-D13825",{"situation":245,"recommended_template":246,"slug":247},"Protecting software source code shared with a technology consultant","Software Development NDA","checklist-software-development-contract-D781",{"situation":249,"recommended_template":250,"slug":243},"Covering confidentiality for a vendor or supplier relationship","Vendor Non Disclosure Agreement",[252,255,258,261,264,267,270,273,276,279],{"term":253,"definition":254},"Confidential Information","Any non-public data, documents, or knowledge — including trade secrets, financials, and customer lists — that the disclosing party designates as confidential or that a reasonable person would understand to be confidential.",{"term":256,"definition":257},"Disclosing Party","The company or individual sharing confidential information with the consultant under the agreement.",{"term":259,"definition":260},"Receiving Party","The consultant or advisor who receives and is obligated to protect the disclosing party's confidential information.",{"term":262,"definition":263},"Trade Secret","Commercially valuable information that derives its value from being kept secret and that the owner takes reasonable steps to protect — such as formulas, algorithms, or client pricing models.",{"term":265,"definition":266},"Standard of Care","The minimum level of precaution the receiving party must apply to protect confidential information — typically 'at least the same care the receiving party uses to protect its own confidential information, but no less than reasonable care.'",{"term":268,"definition":269},"Permitted Use","The specific, limited purpose for which the consultant may access and use confidential information — typically defined as carrying out the stated consulting engagement only.",{"term":271,"definition":272},"Residuals Clause","A provision allowing a receiving party to use information retained in unaided human memory after the engagement — considered consultant-friendly and often negotiated out by disclosing parties.",{"term":274,"definition":275},"Survival Clause","A provision stating that confidentiality obligations continue in force for a defined period after the agreement or engagement terminates.",{"term":277,"definition":278},"Injunctive Relief","A court order requiring a party to stop a specific action — such as disclosing confidential information — used because monetary damages alone are often insufficient to remedy a breach.",{"term":280,"definition":281},"Return or Destruction","The contractual obligation for the consultant to return all confidential materials or certify their destruction upon termination of the engagement or on the disclosing party's request.",[283,288,293,298,303,308,313,318,323,328],{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Parties and recitals","Identifies the disclosing company and the consultant as named legal parties, states the date of execution, and describes the general purpose of the engagement.","This Non Disclosure Agreement ('Agreement') is entered into as of [DATE] between [COMPANY LEGAL NAME], a [STATE] [ENTITY TYPE] ('Disclosing Party'), and [CONSULTANT FULL NAME / ENTITY NAME] ('Consultant').","Using a trade name or brand name instead of the registered legal entity. If the entity name doesn't match the party that owns the confidential information, enforcement becomes legally complicated.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Definition of confidential information","Sets the scope of what is protected — typically all non-public information shared in connection with the engagement, regardless of format, plus any information the consultant generates using that data.","'Confidential Information' means any non-public information disclosed by Disclosing Party to Consultant in connection with [ENGAGEMENT DESCRIPTION], whether oral, written, electronic, or in any other form, including but not limited to [EXAMPLES: customer lists, financial projections, product specifications, pricing data].","Limiting the definition to written or marked materials only. Verbal disclosures in briefing calls and meetings can contain highly sensitive information — the definition should cover all formats.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Exclusions from confidentiality","Carves out information the consultant is not obligated to protect — typically information that is already public, was already known to the consultant, was independently developed, or was lawfully received from a third party.","Confidential Information does not include information that: (a) is or becomes publicly known through no fault of Consultant; (b) was known to Consultant prior to disclosure, as documented in writing; (c) is independently developed by Consultant without use of Confidential Information; or (d) is disclosed pursuant to a valid court order, provided Consultant gives prompt written notice.","Omitting the court-order carveout. Without it, the consultant faces conflicting legal obligations if subpoenaed — and the disclosing party may be unable to challenge the order in time.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Permitted use and non-use obligation","Restricts the consultant to using confidential information solely for the stated engagement and prohibits any other use — including internal reuse, cross-selling, or application to other clients.","Consultant shall use Confidential Information solely for the purpose of [ENGAGEMENT DESCRIPTION] ('Permitted Purpose') and shall not use Confidential Information for any other purpose without the prior written consent of Disclosing Party.","Defining the permitted purpose so broadly that the consultant can effectively apply your proprietary methods to competing engagements. A narrow, specific purpose clause prevents this.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Standard of care and non-disclosure obligation","Requires the consultant to protect the information using at least the same precautions they use for their own confidential materials — and in no case less than reasonable care — and prohibits disclosure to any third party.","Consultant shall protect Confidential Information using no less than the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Consultant shall not disclose Confidential Information to any third party without the prior written consent of Disclosing Party.","No explicit minimum standard of care. Courts will imply a reasonableness standard, but specifying it removes ambiguity and strengthens enforcement.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Permitted disclosures to employees and subcontractors","Allows the consultant to share information with their own staff or subcontractors who need it to carry out the engagement, provided those individuals are bound by equivalent confidentiality obligations.","Consultant may disclose Confidential Information to its employees, contractors, or agents ('Representatives') who have a need to know for the Permitted Purpose, provided each Representative is bound by confidentiality obligations at least as protective as those in this Agreement. Consultant remains liable for any breach by its Representatives.","Allowing disclosure to Representatives without making the consultant liable for breaches by those individuals. A subcontractor who leaks your data exposes you — the liability pass-through is essential.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Term and survival","States how long the NDA is in force and confirms that confidentiality obligations survive termination of the agreement for a defined additional period.","This Agreement shall remain in effect for [TERM] from the Effective Date. Notwithstanding termination or expiration, Consultant's confidentiality obligations with respect to Confidential Information shall survive for [X] years following the date of disclosure.","Setting a short survival period — such as 1 year — for information that remains competitively sensitive for much longer. Trade secrets and proprietary financial models warrant 3–5 year survival periods or indefinite protection.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Return or destruction of materials","Requires the consultant to promptly return all confidential materials or certify in writing that they have been destroyed when the engagement ends or on the disclosing party's request.","Upon termination of this Agreement or upon written request by Disclosing Party, Consultant shall promptly return or destroy all Confidential Information and any copies or derivatives thereof, and shall provide written certification of such return or destruction within [10] business days.","No certification requirement. Without a written confirmation of destruction, the disclosing party has no evidence the obligation was fulfilled — this becomes critical if a breach surfaces later.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Injunctive relief and remedies","Acknowledges that monetary damages alone are inadequate to remedy a breach and explicitly preserves the disclosing party's right to seek an emergency court injunction without posting a bond.","Consultant acknowledges that a breach of this Agreement would cause irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy. Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in any court of competent jurisdiction without the requirement to post a bond.","Omitting the no-bond clause. Courts often require a security deposit before issuing an emergency injunction — waiving it contractually removes a barrier when speed is critical.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes will be resolved — litigation, arbitration, or mediation — and where proceedings will take place.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising hereunder shall be resolved by [binding arbitration / litigation] in [CITY, STATE], and each party consents to the exclusive jurisdiction of the courts located therein.","Choosing a governing jurisdiction with no connection to where the consultant operates. Courts in the consultant's home jurisdiction may refuse to enforce a foreign-law clause for a domestic-resident defendant.",[334,339,344,349,354,359,364,369],{"step":335,"title":336,"description":337,"tip":338},1,"Identify and name the parties correctly","Enter the company's full registered legal entity name and the consultant's full legal name or business entity. If the consultant operates through a corporation or LLC, use that entity — not their personal name.","Ask for the consultant's W-9 or business registration before the agreement is signed — the name on the NDA should match their tax filing exactly.",{"step":340,"title":341,"description":342,"tip":343},2,"Define the engagement purpose","Write a specific, narrow description of the consulting engagement that will govern what counts as a permitted use of confidential information. Generic phrases like 'business advisory services' leave the door open for misuse.","One precise sentence — e.g., 'evaluating supply chain cost reduction options for the [PRODUCT LINE] division' — is more enforceable than three vague ones.",{"step":345,"title":346,"description":347,"tip":348},3,"Scope the confidential information definition","Customize the definition to reflect the actual categories of information you will share: financial models, customer data, technical specifications, pricing structures, or strategic plans. List them explicitly rather than relying solely on catch-all language.","If you will be sharing personal data covered by GDPR, CCPA, or PIPEDA, add a data protection clause or attach a data processing addendum — this NDA alone does not satisfy those obligations.",{"step":350,"title":351,"description":352,"tip":353},4,"Set the term and survival period","Choose the agreement term — typically coterminous with the engagement plus a defined tail — and set the survival period for confidentiality obligations. Use 3–5 years for sensitive trade secrets and proprietary financial data.","If the engagement has no fixed end date, tie the term to 'the earlier of completion of the engagement or [DATE]' to avoid an open-ended obligation on both sides.",{"step":355,"title":356,"description":357,"tip":358},5,"Confirm the return or destruction clause","Specify whether you prefer return or destruction of materials, set a deadline (10 business days is standard), and require written certification. Add a clause allowing you to retain copies in legal hold if litigation is reasonably anticipated.","For digital materials, destruction means permanent deletion from all devices and cloud storage — add explicit language covering backup systems.",{"step":360,"title":361,"description":362,"tip":363},6,"Select governing law and dispute forum","Choose the jurisdiction whose law will govern — typically your company's home state or province — and decide between court litigation and binding arbitration. Arbitration is faster and private; litigation preserves appeal rights.","For cross-border engagements, confirm that your chosen governing law is enforceable in the consultant's jurisdiction before finalizing — some countries restrict foreign governing-law clauses.",{"step":365,"title":366,"description":367,"tip":368},7,"Execute before any information is shared","Both parties must sign the agreement before the first briefing, document handover, or access to any system. Send via eSign and retain a timestamped, fully executed copy in your records.","Information shared before execution is not covered by the NDA — even if you sign the next day. When in doubt, delay the briefing, not the signature.",{"step":370,"title":371,"description":372,"tip":373},8,"Retain the executed agreement and log disclosures","Store the signed NDA in a secure contract management system and log each significant disclosure with a date and description. This log is your first line of evidence if a breach occurs.","A simple spreadsheet tracking disclosure date, material type, and recipient is sufficient for most small businesses and dramatically strengthens any enforcement action.",[375,379,383,387,391,395],{"mistake":376,"why_it_matters":377,"fix":378},"Sharing information before the NDA is signed","Any information disclosed before execution is not covered by the agreement. Courts have declined to extend NDA protection retroactively to pre-signature disclosures, leaving the disclosing party without a remedy.","Implement a firm policy: no briefing call, document handover, or system access until the fully signed NDA is in your files. Use eSign to close the gap to minutes, not days.",{"mistake":380,"why_it_matters":381,"fix":382},"Using an overly broad confidential information definition","Defining everything as confidential — including publicly available information — can cause courts to find the definition unconscionable or unenforceable, which may void the clause entirely.","Define confidential information by specific categories relevant to the engagement. Include a carveout for exclusions and avoid catch-all language that sweeps in public or pre-known information.",{"mistake":384,"why_it_matters":385,"fix":386},"Setting a survival period shorter than the information's sensitivity window","A 1-year survival clause for a proprietary pricing model or client list gives the consultant a green light to use your data competitively just 12 months after the engagement ends.","Match the survival period to the real-world shelf life of the information. Trade secrets and financial models warrant 3–5 years; project-specific operational data may only need 1–2 years.",{"mistake":388,"why_it_matters":389,"fix":390},"No liability pass-through for the consultant's subcontractors","If the consultant delegates work to a subcontractor who breaches confidentiality, and the agreement doesn't hold the consultant responsible for their Representatives, you may have no contractual remedy against anyone.","Include explicit language making the consultant liable for breaches by any person they share information with, and require them to bind those individuals to equivalent confidentiality obligations in writing.",{"mistake":392,"why_it_matters":393,"fix":394},"Omitting the return or destruction certification requirement","Without a written certification obligation, you cannot prove the consultant fulfilled their post-engagement duties — a gap that becomes critical evidence in any subsequent breach claim.","Require written certification of return or destruction within a set timeframe (10 business days is standard) and retain that certification with the executed NDA.",{"mistake":396,"why_it_matters":397,"fix":398},"Choosing a governing jurisdiction with no connection to the consultant's location","A governing-law clause selecting a distant US state or foreign jurisdiction for a locally based consultant may be unenforceable, requiring you to litigate in the consultant's home forum anyway.","Select the jurisdiction where the disclosing party is headquartered or where the work will primarily be performed. For cross-border engagements, take legal advice on enforceability before finalizing the clause.",[400,403,406,409,412,415,418,421,424],{"question":401,"answer":402},"What is a Consultant Non Disclosure Agreement?","A Consultant Non Disclosure Agreement is a legally binding contract between a company and an outside consultant that restricts the consultant from disclosing or misusing confidential business information shared during the engagement. It defines what information is protected, how the consultant may use it, for how long obligations last, and what remedies the company has if the agreement is breached. It is typically one-way — protecting the company's information only — though mutual versions exist when both parties share sensitive data.\n",{"question":404,"answer":405},"Why do I need an NDA before engaging a consultant?","Consultants routinely receive access to trade secrets, financial models, client lists, product roadmaps, and strategic plans that would cause real commercial harm if disclosed to competitors or misused in other engagements. Without a signed NDA, you have no enforceable confidentiality obligation and no legal basis to seek an injunction or damages if the consultant shares your information. A signed NDA also signals to the consultant that you take IP protection seriously, which deters casual breaches before they happen.\n",{"question":407,"answer":408},"What is the difference between a Consultant NDA and a standard NDA?","A Consultant NDA is tailored to the specific dynamics of an external advisory relationship — it addresses permitted use tied to a defined engagement scope, liability for the consultant's subcontractors and employees, return or destruction of deliverables at engagement end, and survival of obligations beyond the engagement term. A general NDA covers basic non-disclosure between any two parties but may lack these consultant-specific provisions, leaving gaps around subcontractor access and post-engagement use of your information.\n",{"question":410,"answer":411},"Should the NDA be one-way or mutual?","A one-way (unilateral) NDA is appropriate when only the company is sharing sensitive information with the consultant — which is the most common scenario. A mutual NDA is needed when the consultant will also be sharing proprietary methodologies, tools, or information that they consider confidential. If you are unsure, a mutual agreement covers both scenarios without disadvantage — the symmetry often makes it easier to negotiate as well.\n",{"question":413,"answer":414},"How long should a Consultant NDA last?","The agreement itself typically runs for the duration of the engagement plus a tail period. The confidentiality obligations should survive termination for 2–5 years, depending on the sensitivity of the information shared. Trade secrets, proprietary financial models, and customer data warrant longer survival periods. Some agreements provide indefinite protection for materials that qualify as statutory trade secrets — which is enforceable in most jurisdictions as long as the information retains its secret character.\n",{"question":416,"answer":417},"Does a Consultant NDA replace a Consulting Agreement?","No. A Consultant NDA covers confidentiality only. A Consulting Agreement covers the full scope of the engagement — deliverables, fees, timelines, IP ownership, liability limitations, and termination. For any substantive engagement, you need both documents. The NDA should be signed first, as it protects the conversations and materials shared while the Consulting Agreement is being negotiated.\n",{"question":419,"answer":420},"Is a Consultant NDA enforceable if the consultant is in another country?","Cross-border enforceability depends on the governing-law clause and the consultant's home jurisdiction. Courts in most common-law countries (US, UK, Canada, Australia) will generally enforce a foreign NDA if the governing-law clause is reasonable and the obligations are not contrary to local public policy. However, some EU member states and other civil-law countries apply mandatory local rules that override contractual choice-of-law. For international engagements, consider legal review to confirm the clause is effective in the consultant's jurisdiction.\n",{"question":422,"answer":423},"What happens if a consultant violates the NDA?","A breach entitles the disclosing party to seek injunctive relief to stop ongoing or threatened disclosure, monetary damages for actual losses caused by the breach, and potentially disgorgement of profits the consultant earned from the misuse. The injunctive relief clause in the agreement is particularly important because courts can issue emergency orders within days when trade secret misappropriation is evident. Without a signed NDA, the company would need to rely on trade secret laws alone, which require additional proof of reasonable protective measures.\n",{"question":425,"answer":426},"Do I need a lawyer to prepare a Consultant NDA?","For standard domestic consulting engagements, a well-drafted template is typically sufficient. Legal review is advisable when the engagement involves particularly sensitive IP such as patentable inventions or source code, when the consultant is located in a jurisdiction with unusual confidentiality laws, when the engagement involves regulated data such as health or financial records, or when the potential commercial harm from a breach would be severe. A 1-hour NDA review typically costs $200–$400 and is worthwhile for high-stakes engagements.\n",[428,432,436,440,444,448],{"industry":429,"icon_asset_id":430,"specifics":431},"Technology / SaaS","industry-saas","Protecting source code, system architecture, and product roadmaps shared with technology consultants or security auditors who require deep system access.",{"industry":433,"icon_asset_id":434,"specifics":435},"Financial Services","industry-fintech","Covering proprietary trading strategies, client portfolio data, and regulatory filings shared with compliance or M&A consultants under strict data-handling obligations.",{"industry":437,"icon_asset_id":438,"specifics":439},"Healthcare","industry-healthtech","Protecting patient data handling protocols and clinical trial data shared with management or IT consultants, with HIPAA compliance obligations layered onto the base NDA.",{"industry":441,"icon_asset_id":442,"specifics":443},"Professional Services","industry-professional-services","Securing client lists, billing rate structures, and proprietary methodologies shared with operational efficiency or talent consultants engaged across the firm.",{"industry":445,"icon_asset_id":446,"specifics":447},"Manufacturing","industry-manufacturing","Guarding production formulas, supplier pricing, and process engineering data shared with supply chain or lean manufacturing consultants.",{"industry":449,"icon_asset_id":450,"specifics":451},"Retail / E-commerce","industry-retail","Protecting customer segmentation models, pricing algorithms, and vendor contracts shared with digital transformation or category management consultants.",[453,456,459,461],{"vs":227,"vs_template_id":454,"summary":455},"mutual-non-disclosure-agreement-D12692","A Mutual NDA creates confidentiality obligations running in both directions — each party is simultaneously a disclosing and receiving party. A Consultant NDA is typically one-way, protecting only the company's information. Use the mutual version when the consultant will also be sharing proprietary methodologies or tools that both parties want protected.",{"vs":238,"vs_template_id":457,"summary":458},"consulting-agreement-D153","A Consulting Agreement governs the entire engagement — scope, deliverables, fees, IP ownership, and liability. A Consultant NDA addresses only confidentiality. Both documents are needed for any substantive engagement; the NDA should be executed first so that pre-contract discussions are protected, then the Consulting Agreement is finalized.",{"vs":60,"vs_template_id":231,"summary":460},"An Employee NDA is designed for internal staff who encounter confidential information through regular employment. It typically piggybacks on the employer-employee relationship and includes broader IP assignment language. A Consultant NDA is tailored to an independent contractor relationship, carries no IP assignment by default, and must address subcontractor access separately.",{"vs":116,"vs_template_id":462,"summary":463},"independent-contractor-agreement-D160","An Independent Contractor Agreement defines the work relationship, deliverables, payment, and often includes a basic confidentiality clause. That embedded clause is rarely as detailed or protective as a standalone Consultant NDA. For engagements involving sensitive information, use both documents — the Contractor Agreement to define the work, and this NDA to enforce robust confidentiality obligations.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Standard domestic consulting engagements where the company shares business data, financials, or strategy with a single consultant or small firm","Free","15–20 minutes",{"best_for":470,"cost":471,"time":472},"Engagements involving patentable IP, regulated data (HIPAA, GDPR, CCPA), or consultants based outside your home jurisdiction","$200–$500","1–3 days",{"best_for":474,"cost":475,"time":476},"High-value engagements with material trade secret exposure, multi-party consulting arrangements, or cross-border projects with complex governing-law issues","$800–$2,500+","3–7 days",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","The Defend Trade Secrets Act (DTSA) provides federal civil remedies for trade secret misappropriation, supplementing state-level Uniform Trade Secrets Act (UTSA) protections adopted by most states. California requires consideration beyond the consulting relationship for certain post-engagement restrictions. NDAs that are unreasonably broad in scope may be deemed void as against public policy in California and a small number of other states.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Trade secret protection in Canada derives primarily from common law in most provinces, with Quebec following civil-law principles under the Civil Code. NDAs are generally enforceable if the scope, duration, and definition of confidential information are reasonable. PIPEDA and provincial privacy laws (including Quebec's Law 25) may impose additional obligations when the consultant receives personal data, requiring a separate data processing agreement.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","English law recognizes a common-law duty of confidence independent of any written agreement, but a signed NDA is still best practice to define scope and remedies clearly. The Trade Secrets (Enforcement, etc.) Regulations 2018 align UK protections broadly with EU standards post-Brexit. Courts will enforce NDA clauses if they are reasonable in scope; injunctions are available from the High Court for urgent breaches.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","EU Trade Secrets Directive (2016/943) harmonizes protection across member states, requiring reasonable secrecy measures and providing civil remedies for misappropriation. GDPR applies if the consultant processes any personal data — the NDA must be supplemented by a Data Processing Agreement under Article 28. Some member states (notably Germany and France) impose mandatory provisions that override contractual terms, so local legal review is advisable for cross-border engagements.",[239,454,231,462,499,500,501,502,503,504,505,506],"employment-agreement-at-will-employee-D541","intellectual-property-assignment-D5229","service-agreement-D12711","vendor-agreement-D13292","confidentiality-agreement-D950","general-non-compete-agreement-D882","data-processing-agreement-D13954","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":95,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":519},"confidentiality-and-nda","agreement","general","all-stages",[514,515,516,517,518],"nda","confidentiality","legal","consultant","non-disclosure",0.95,"\u003Ch2>What is a Consultant Non Disclosure Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Consultant Non Disclosure Agreement\u003C/strong> (Consultant NDA) is a legally binding contract between a company and an outside consultant that obligates the consultant to keep confidential any proprietary information shared during the engagement and to use that information only for the stated consulting purpose. It defines exactly what counts as protected information, which disclosures are permitted, what standard of care the consultant must apply, and what remedies the company can pursue if the obligation is breached. Unlike a general NDA, a consultant-specific agreement addresses the unique dynamics of an external advisory relationship — including the consultant's use of subcontractors, post-engagement return of materials, and survival of obligations after the project closes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Every time you brief an outside consultant, you hand them a window into the parts of your business that competitors would pay to see — pricing models, product roadmaps, client lists, and strategic plans. Without a signed NDA in place before the first conversation, you have no enforceable basis to stop a consultant from reusing your proprietary methods with competing clients, referencing your financial data in their own marketing, or simply being careless with materials that took years to build. The commercial consequences of a leak — lost competitive advantage, damaged client relationships, regulatory exposure if personal data is involved — almost always exceed the 15 minutes it takes to execute this agreement. A properly drafted Consultant NDA also preserves your right to seek an emergency court injunction the moment a breach is discovered, giving you a legal tool that speed-matches the threat.\u003C/p>\n",1778773558555]