[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-contractor-non-disclosure-agreement-nda-D13825":3},{"document":4,"label":24,"preview":11,"thumb":25,"thumb600":26,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":37,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":23},"CONTRACTOR NON-DISCLOSURE AGREEMENT (NDA) This Contractor 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: [CONTRACTOR NAME] (the \"Contractor\"), an individual or entity providing services as a contractor, with its principal place of business located at: [COMPLETE ADDRESS] WHEREAS, the Contractor will be engaged in providing certain services to the Disclosing Party, and in connection therewith may have access to certain confidential and proprietary information; WHEREAS, the Disclosing Party and the Contractor 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 the Contractor may have access to the confidential information of the Disclosing Party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's business, operations, or activities. Such information includes all business plans, financial data, technical information, customer lists, and any other information marked or designated by the Disclosing 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. 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 Disclosing Party",null,"Contractor Non-Disclosure Agreement (NDA)","3",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/contractor-non-disclosure-agreement-nda-D13825.png","https://templates.business-in-a-box.com/imgs/250px/13825.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13825.xml",{"title":15,"description":6},"contractor non-disclosure agreement (nda)",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Confidentiality Agreements","/templates/confidentiality-agreement/","contractor non disclosure agreement nda","Contractor Non-Disclosure Agreement (NDA) Template","https://templates.business-in-a-box.com/imgs/400px/13825.png","https://templates.business-in-a-box.com/imgs/600px/13825.png",[28,17,20],{"label":29,"url":30},"Templates","/templates/",[32,33,34],{"label":29,"url":30},{"label":18,"url":19},{"label":35,"url":36},"Confidentiality & NDA","/templates/confidentiality-and-nda/",[38,42,46,50,54,58,62,66,70,74,78,82,86,101,120,135,149,161],{"label":39,"url":40,"thumb":41,"extension":10},"Non Disclosure Agreement Nda","/template/non-disclosure-agreement-nda-D12692","https://templates.business-in-a-box.com/imgs/250px/12692.png",{"label":43,"url":44,"thumb":45,"extension":10},"Mutual Non-Disclosure Agreement","/template/mutual-non-disclosure-agreement-D955","https://templates.business-in-a-box.com/imgs/250px/955.png",{"label":47,"url":48,"thumb":49,"extension":10},"Visitors Non-Disclosure Agreement","/template/visitors-non-disclosure-agreement-D957","https://templates.business-in-a-box.com/imgs/250px/957.png",{"label":51,"url":52,"thumb":53,"extension":10},"Author-Publisher Non-Disclosure Agreement","/template/author-publisher-non-disclosure-agreement-D947","https://templates.business-in-a-box.com/imgs/250px/947.png",{"label":55,"url":56,"thumb":57,"extension":10},"Non-Disclosure Agreement Between Two Companies","/template/non-disclosure-agreement-between-two-companies-D956","https://templates.business-in-a-box.com/imgs/250px/956.png",{"label":59,"url":60,"thumb":61,"extension":10},"Consultant Non-Disclosure Agreement","/template/consultant-non-disclosure-agreement-D153","https://templates.business-in-a-box.com/imgs/250px/153.png",{"label":63,"url":64,"thumb":65,"extension":10},"Non-Disclosure and Non-Compete Agreement","/template/non-disclosure-and-non-compete-agreement-D552","https://templates.business-in-a-box.com/imgs/250px/552.png",{"label":67,"url":68,"thumb":69,"extension":10},"Employee Non Disclosure Agreement","/template/employee-non-disclosure-agreement-D538","https://templates.business-in-a-box.com/imgs/250px/538.png",{"label":71,"url":72,"thumb":73,"extension":10},"Non-Disclosure Agreement Beta Tester","/template/non-disclosure-agreement-beta-tester-D798","https://templates.business-in-a-box.com/imgs/250px/798.png",{"label":75,"url":76,"thumb":77,"extension":10},"Non-Disclosure Agreement Prospective Licensee","/template/non-disclosure-agreement-prospective-licensee-D799","https://templates.business-in-a-box.com/imgs/250px/799.png",{"label":79,"url":80,"thumb":81,"extension":10},"Website Design Non-Disclosure Agreement","/template/website-design-non-disclosure-agreement-D823","https://templates.business-in-a-box.com/imgs/250px/823.png",{"label":83,"url":84,"thumb":85,"extension":10},"Interview Confidential Disclosure Agreement","/template/interview-confidential-disclosure-agreement-D582","https://templates.business-in-a-box.com/imgs/250px/582.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":99,"url":100},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), 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] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. 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},[96],{"label":97,"url":98},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":9,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":119},"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":109,"description":6},"employment agreement_at will employee",[111,114,117],{"label":112,"url":113},"Human Resources","human-resources",{"label":115,"url":116},"Hire an Employee","hire-employee",{"label":18,"url":118},"business-legal-agreements","/template/employment-agreement_at-will-employee-D541",{"description":121,"descriptionCustom":6,"label":122,"pages":104,"size":123,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":128,"keywords":133,"url":134},"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. 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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":156,"description":6},"service agreement",[158,159],{"label":18,"url":118},{"label":18,"url":118},"/template/service-agreement-D12711",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":9,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":175,"url":176},"CONSULTING AGREEMENT This Consulting Agreement (the \"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] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. 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","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":169,"description":6},"consulting agreement long",[171,172],{"label":18,"url":118},{"label":173,"url":174},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",false,{"seo":179,"reviewer":192,"quick_facts":196,"at_a_glance":199,"personas":203,"variants":228,"glossary":255,"clauses":289,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":437,"comparisons":462,"diy_vs_lawyer":474,"jurisdictions":487,"related_template_ids_curated":508,"schema":517,"classification":518},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Contractor NDA Template (Free Word)","Free contractor NDA template to protect confidential information shared with independent contractors. Download in Word, edit online, or export as PDF. Free Word and PDF download.","contractor non disclosure agreement template",[184,185,186,187,188,189,190,191],"contractor nda template","contractor nda template word","contractor non disclosure agreement","independent contractor nda template","contractor confidentiality agreement template","contractor nda template free","non disclosure agreement for contractors","contractor confidentiality agreement",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":197,"legal_review_recommended":198,"signature_required":198},"medium",true,{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Contractor Non-Disclosure Agreement (NDA) is a legally binding contract between a business and an independent contractor that restricts the contractor from disclosing, using, or exploiting confidential information accessed during the engagement. This free Word download is editable online and exportable as PDF — covering definition of confidential information, permitted use, exclusions, duration, and remedies in a single enforceable document.\n","Use it before sharing proprietary information — source code, client data, product roadmaps, pricing, or trade secrets — with any freelancer, consultant, or independent contractor who is not a full-time employee. It should be signed before the engagement begins and before any sensitive materials are shared.\n","Definition of confidential information, permitted use restrictions, standard exclusions (publicly known information, independent development), contractor obligations and security requirements, term and post-engagement duration, return or destruction of materials, injunctive relief clause, and governing law.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Startup founders","Protecting product IP and roadmap when onboarding freelance developers","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Small business owners","Securing client lists and pricing data shared with outside contractors","persona-small-business-owner",{"title":213,"use_case":214,"icon_asset_id":215},"Marketing and creative agencies","Binding freelance designers and copywriters to client confidentiality","persona-agency",{"title":217,"use_case":218,"icon_asset_id":219},"Software and SaaS companies","Restricting access to source code and proprietary systems for contract developers","persona-saas",{"title":221,"use_case":222,"icon_asset_id":223},"Operations and procurement managers","Protecting supplier pricing and internal process data shared with consultants","persona-operations-director",{"title":225,"use_case":226,"icon_asset_id":227},"Healthcare and professional services firms","Ensuring contractor compliance with patient or client data confidentiality obligations","persona-professional-services",[229,233,236,239,243,247,251],{"situation":230,"recommended_template":231,"slug":232},"Sharing confidential information with a full-time employee","Employee Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":234,"recommended_template":43,"slug":235},"Both parties will share confidential information with each other","mutual-non-disclosure-agreement-D955",{"situation":237,"recommended_template":238,"slug":232},"Disclosing confidential information to a potential business partner before a deal","Business NDA",{"situation":240,"recommended_template":241,"slug":242},"Engaging a contractor who will also create deliverables and assign IP","Independent Contractor Agreement with IP Assignment","independent-contractor-agreement-D160",{"situation":244,"recommended_template":245,"slug":246},"Protecting trade secrets in a long-term vendor or supplier relationship","Vendor Non-Disclosure Agreement","contractor-non-disclosure-agreement-nda-D13825",{"situation":248,"recommended_template":249,"slug":250},"Sharing confidential details before a potential acquisition or merger","M&A Confidentiality Agreement","how-to-conduct-a-merger-or-acquisition-D12968",{"situation":252,"recommended_template":253,"slug":254},"Onboarding a short-term freelancer for a single defined project","Freelance Contract with NDA Clause","freelance-contract-D13270",[256,259,262,265,268,271,274,277,280,283,286],{"term":257,"definition":258},"Confidential Information","Any non-public data, materials, or knowledge — including trade secrets, financials, source code, and client lists — that one party shares with another under an obligation of secrecy.",{"term":260,"definition":261},"Disclosing Party","The business or individual sharing confidential information with the contractor — typically the company that hired the contractor.",{"term":263,"definition":264},"Receiving Party","The contractor or individual who receives confidential information and is bound by the restrictions in the NDA.",{"term":266,"definition":267},"Trade Secret","Proprietary business information — such as formulas, processes, or customer data — that derives economic value from not being publicly known and is subject to reasonable secrecy measures.",{"term":269,"definition":270},"Permitted Use","The specific, limited purpose for which the receiving party is allowed to use confidential information — typically restricted to performing the contracted work.",{"term":272,"definition":273},"Exclusions","Categories of information that are not protected by the NDA, such as information already in the public domain, independently developed by the contractor, or lawfully received from a third party.",{"term":275,"definition":276},"Term (NDA Duration)","The period during which the confidentiality obligations remain in force — typically covering the engagement plus 2–5 years after termination.",{"term":278,"definition":279},"Injunctive Relief","A court order requiring a party to stop a specific action — such as continuing to disclose confidential information — used when monetary damages alone are insufficient to remedy a breach.",{"term":281,"definition":282},"Return or Destruction Clause","A provision requiring the contractor to return all confidential materials or certify their destruction upon termination of the engagement.",{"term":284,"definition":285},"Non-Solicitation","An optional restriction preventing the contractor from soliciting the disclosing party's employees or clients for a defined period after the engagement ends.",{"term":287,"definition":288},"Independent Development Defense","An exclusion allowing the contractor to use information they developed independently, without reference to the disclosing party's confidential materials, even if it resembles protected information.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies the disclosing party (the hiring business) and the receiving party (the contractor) as legal entities and states the purpose of the disclosure.","This Contractor Non-Disclosure Agreement ('Agreement') is entered into as of [DATE] between [COMPANY LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Company'), and [CONTRACTOR FULL NAME / ENTITY NAME] ('Contractor'), in connection with Contractor's engagement to perform [DESCRIPTION OF SERVICES].","Using a trade name rather than the registered legal entity name. If the disclosing party's name doesn't match its corporate registration, enforcing the agreement against the correct entity in litigation becomes complicated.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Definition of confidential information","Specifies exactly what information is protected — broadly enough to capture all sensitive materials, but with enough specificity to be enforceable.","'Confidential Information' means any non-public information disclosed by Company to Contractor, whether oral, written, or electronic, including but not limited to source code, business strategies, financial data, client lists, pricing, product roadmaps, and proprietary processes.","Relying on 'all information shared is confidential' without a definition. Courts require reasonable specificity; an overbroad blanket clause can render the entire definition unenforceable.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Permitted use and purpose limitation","Restricts the contractor to using confidential information only for the specific purpose of performing the contracted work — nothing else.","Contractor shall use Confidential Information solely for the purpose of performing services for Company under [AGREEMENT / PROJECT NAME] and for no other purpose without Company's prior written consent.","Omitting the purpose limitation entirely. Without it, a contractor who uses your client data or IP to build a competing product may argue there was no express restriction on use beyond non-disclosure.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Exclusions from confidentiality","Carves out information that the contractor is not bound to protect — typically information already public, independently developed, or received from a third party without restriction.","The obligations of this Agreement do not apply to information that: (a) is or becomes publicly known through no breach by Contractor; (b) was rightfully known by Contractor before disclosure; (c) is received from a third party without restriction; or (d) is independently developed by Contractor without use of Confidential Information.","Omitting the exclusions clause entirely. Without it, the NDA may be challenged as unreasonably broad — particularly in jurisdictions where courts scrutinize overreaching confidentiality obligations.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Contractor obligations and security measures","Requires the contractor to take reasonable steps to protect the confidential information and limits onward disclosure to employees or subcontractors who need it to perform the work.","Contractor shall protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care. Contractor shall not disclose Confidential Information to any third party without Company's prior written consent, except to employees or subcontractors who are bound by obligations no less restrictive than this Agreement.","No restriction on disclosure to subcontractors. Contractors who engage their own subcontractors can inadvertently expose your information to parties entirely outside your contractual chain.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Term and post-engagement duration","States when the confidentiality obligation begins, how long it lasts during the engagement, and how long it continues after the contract ends.","This Agreement is effective as of [DATE] and the confidentiality obligations shall survive termination of the engagement and remain in effect for [TWO (2) / THREE (3)] years following the conclusion of Contractor's services, or indefinitely with respect to trade secrets.","Setting no post-engagement duration or using 'indefinitely' for all information types. Courts in many jurisdictions will not enforce perpetual NDAs for general confidential information — but will for trade secrets. Distinguish the two.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Return or destruction of materials","Requires the contractor to return all confidential documents and materials — physical and digital — or certify their destruction when the engagement ends.","Upon termination of the engagement or written request by Company, Contractor shall promptly return or, at Company's election, destroy all Confidential Information and any copies, notes, or derivatives thereof, and certify in writing that such return or destruction has been completed.","Forgetting to include digital copies and derivative works. A contractor who deletes the original file but retains notes, summaries, or copies in cloud storage has technically complied with a narrow clause while keeping the substance of your information.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Injunctive relief and remedies","Acknowledges that a breach would cause irreparable harm and grants the disclosing party the right to seek immediate injunctive relief without proving monetary damages first.","Contractor acknowledges that any breach of this Agreement would cause irreparable harm to Company for which monetary damages would be inadequate, and Company shall be entitled to seek injunctive or other equitable relief without the requirement of posting a bond or proving actual damages.","Relying solely on damages as a remedy. By the time you calculate and prove financial loss from an NDA breach, confidential information has already spread. Injunctive relief stops the bleeding immediately.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Independent contractor status","Clarifies that this NDA does not create an employment relationship and that the contractor remains an independent business.","Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency between the parties. Contractor is an independent contractor solely responsible for all taxes, insurance, and statutory obligations related to Contractor's business.","Omitting this clause and relying on the main contractor agreement for status clarification. NDA breaches are litigated independently — a court must understand the relationship without reference to a separate document.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation.","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 in [CITY] / litigation in the courts of [JURISDICTION]], and each party consents to such jurisdiction.","Choosing a governing law with no connection to where the contractor works or where the information is used. Courts in the contractor's jurisdiction may apply local law regardless of what the contract says.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Enter the parties' legal names and engagement description","Use the full registered legal name of your business — not a brand name — and the contractor's legal name or entity name. Include a brief description of the services to be performed so the agreement's purpose is clear.","If the contractor operates through a personal corporation or LLC, list that entity as the receiving party and have the individual principal sign personally as a guarantor.",{"step":347,"title":348,"description":349,"tip":350},2,"Define confidential information with specificity","Tailor the definition to the actual information you will share — source code, client data, financial models, product designs — rather than relying on a generic catch-all. The more specific, the more enforceable.","Consider adding a 'marking' provision for particularly sensitive materials: 'documents marked CONFIDENTIAL shall be deemed Confidential Information without further designation.'",{"step":352,"title":353,"description":354,"tip":355},3,"Set the permitted use and purpose limitation","State the exact project or engagement for which the information is being shared. This prevents the contractor from using your information for any other client, internal project, or competing venture.","Reference the main contractor agreement or statement of work by name so the NDA is clearly tied to a defined scope.",{"step":357,"title":358,"description":359,"tip":360},4,"Confirm the exclusions are appropriate","Review each standard exclusion — public domain, prior knowledge, third-party disclosure, and independent development — and confirm none of them inadvertently carve out information you actually need to protect.","Add a 'specific information is not excluded merely because it is similar to publicly known information' carve-back if your industry involves closely held process improvements.",{"step":362,"title":363,"description":364,"tip":365},5,"Set the confidentiality term and post-engagement duration","Enter the duration of ongoing obligations after the engagement ends — typically 2–3 years for general confidential information and indefinitely for trade secrets. Make this distinction explicit in the agreement.","Courts in California and several EU member states are skeptical of perpetual NDAs for general business information. A 3–5 year post-term period is more consistently enforced than 'forever.'",{"step":367,"title":368,"description":369,"tip":370},6,"Specify the governing law and dispute resolution method","Choose the jurisdiction whose law will govern and decide whether disputes go to arbitration or court. For contractors working across state or provincial lines, select the jurisdiction where your business is headquartered.","If the contract value is under $50,000, arbitration through a low-cost provider (AAA or JAMS streamlined rules) is faster and cheaper than litigation.",{"step":372,"title":373,"description":374,"tip":375},7,"Sign before sharing any confidential materials","Both parties must sign and date the agreement before any confidential information changes hands. Send the document via a tracked e-signature tool so you have a timestamped, tamper-proof execution record.","Never send confidential materials in the same email as the unsigned NDA — wait for the countersigned copy before attaching anything sensitive.",{"step":377,"title":378,"description":379,"tip":380},8,"Store the executed agreement and set a review reminder","Save the fully executed NDA in your contract management system linked to the contractor's engagement file. Set a calendar reminder for the post-engagement expiry date so you can follow up on any outstanding return-of-materials obligations.","Create a short checklist of all materials shared during the engagement so you can verify complete return or destruction when the contract ends.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Signing after sharing confidential information","Any disclosure made before execution is not covered by the NDA. A contractor who already received your source code or client list before signing has no contractual obligation to protect that specific information.","Execute the NDA before the kickoff meeting, onboarding call, or any file transfer. Use e-signature to get a countersigned copy within hours, not days.",{"mistake":387,"why_it_matters":388,"fix":389},"Using a mutual NDA for a one-way disclosure","A mutual NDA gives the contractor the same confidentiality protections you have — meaning they can claim your attempt to use information they shared with you violates the agreement, complicating enforcement.","Use a one-way (unilateral) contractor NDA when only your business is disclosing sensitive information. Reserve mutual NDAs for partnerships where both parties share proprietary data.",{"mistake":391,"why_it_matters":392,"fix":393},"Setting an indefinite term for all confidential information","Perpetual confidentiality obligations for general business information are routinely limited or struck down by courts in the US, Canada, the UK, and the EU. An unenforceable clause gives you no protection at all.","Set a specific post-engagement duration of 2–5 years for general confidential information and explicitly state that trade secrets are protected indefinitely as a separate carve-out.",{"mistake":395,"why_it_matters":396,"fix":397},"No restriction on subcontractor disclosure","Independent contractors frequently engage their own subcontractors. Without explicit language binding those downstream parties, your confidential information can flow to parties you have never vetted or contracted with.","Add a clause requiring the contractor to bind any subcontractors to confidentiality obligations no less restrictive than those in the NDA, and to remain liable for any breach by a subcontractor they engage.",{"mistake":399,"why_it_matters":400,"fix":401},"Omitting the return-or-destruction clause","When the engagement ends, a contractor who retains copies of your source code, client data, or pricing models poses ongoing risk — even if they make no active use of it.","Include an explicit return-or-destruction provision covering physical documents, digital files, cloud storage, backups, and any derivative works such as notes or summaries.",{"mistake":403,"why_it_matters":404,"fix":405},"No injunctive relief clause","In a standard breach-of-contract action, you must prove and quantify monetary damages — a high bar when the harm is reputational, competitive, or involves disclosed trade secrets. Without an injunctive relief clause, courts may not act quickly enough to prevent ongoing disclosure.","Include language acknowledging that breach would cause irreparable harm and that the disclosing party is entitled to seek injunctive relief without posting bond or proving actual damages.",[407,410,413,416,419,422,425,428,431,434],{"question":408,"answer":409},"What is a contractor NDA?","A contractor NDA is a legally binding agreement between a business and an independent contractor that prohibits the contractor from disclosing, misusing, or exploiting confidential information accessed during the engagement. Unlike an employee NDA, it applies to a self-employed individual or entity rather than a staff member, and must account for the fact that the contractor likely works with multiple clients simultaneously. It is typically signed before the engagement begins and before any sensitive materials are shared.\n",{"question":411,"answer":412},"Do I need a separate NDA if I already have a contractor agreement?","Many independent contractor agreements include a basic confidentiality clause, but it is rarely as detailed or enforceable as a standalone NDA. A separate contractor NDA allows you to define confidential information precisely, set post-engagement duration, specify return-of-materials obligations, and include injunctive relief language — protections that a one-paragraph confidentiality clause in a services agreement typically does not cover. For engagements involving IP, client data, or trade secrets, a standalone NDA is strongly advisable.\n",{"question":414,"answer":415},"How long should a contractor NDA last?","The confidentiality obligation typically runs for the duration of the engagement plus 2–5 years after it ends. Trade secrets should be protected indefinitely, as their value does not diminish with time. Courts in most US states, Canada, the UK, and the EU will enforce a 2–3 year post-engagement term for general confidential information; perpetual obligations for non-trade-secret information are more likely to be challenged or limited by a court.\n",{"question":417,"answer":418},"Can a contractor NDA include a non-compete clause?","A contractor NDA can reference a non-compete restriction, but enforceability varies sharply by jurisdiction. California, Minnesota, and several EU countries ban or severely restrict post-engagement non-competes for independent contractors. Where permitted, restrictions must be reasonable in scope, geography, and duration. It is generally safer to keep the NDA focused on confidentiality and address non-compete obligations in the main contractor agreement or a separate restrictive covenant document reviewed by a lawyer in the relevant jurisdiction.\n",{"question":420,"answer":421},"Is a contractor NDA enforceable?","A contractor NDA is generally enforceable when it is properly executed before disclosure, defines confidential information with reasonable specificity, includes standard exclusions, and sets a proportionate post-engagement duration. Agreements that are overbroad — covering all information regardless of sensitivity, lasting indefinitely for all categories, or imposing unreasonable restrictions — are more likely to be challenged. Courts in the US, Canada, the UK, and the EU apply a reasonableness standard; a well-drafted, targeted NDA is far more likely to hold up than a generic catch-all form.\n",{"question":423,"answer":424},"What is the difference between a mutual NDA and a contractor NDA?","A mutual NDA imposes confidentiality obligations on both parties — used when each side will share sensitive information with the other. A contractor NDA is typically unilateral: only the contractor is bound to protect the disclosing party's information, because the business is sharing proprietary data to enable the contractor to perform work. Using a mutual NDA when disclosure flows only one way unnecessarily constrains your own use of information the contractor shares with you.\n",{"question":426,"answer":427},"What happens if a contractor violates the NDA?","If a contractor breaches the NDA, the disclosing party can seek injunctive relief to stop further disclosure immediately, pursue monetary damages for financial harm caused, and potentially claim misappropriation of trade secrets under applicable law — such as the US Defend Trade Secrets Act or the EU Trade Secrets Directive. The strength of the claim depends on how well the NDA is drafted, whether the information was genuinely kept confidential internally, and whether the breach can be documented. A clear return-of-materials record and execution timestamps significantly strengthen enforcement.\n",{"question":429,"answer":430},"Should a contractor NDA be signed before or after the engagement starts?","Always before — specifically before any confidential information is shared. Disclosures made prior to execution are not covered by the NDA, regardless of when the contractor eventually signs. This means the NDA should be executed before the kickoff call, onboarding session, or any file transfer. E-signature tools provide timestamped records that prove the sequence of signing and disclosure in any subsequent dispute.\n",{"question":432,"answer":433},"Does a contractor NDA need to be notarized?","In most jurisdictions, a contractor NDA does not require notarization to be legally binding. A signed agreement between two competent parties with clear terms and consideration (the disclosure of information in exchange for the engagement) is generally sufficient. Some industries — notably government contracting or certain regulated sectors — may require additional formalities, but for standard commercial engagements, notarization is not necessary.\n",{"question":435,"answer":436},"Can I use one contractor NDA for multiple engagements with the same contractor?","Yes, if the NDA is drafted broadly enough to cover ongoing or multiple projects. Include language such as 'any Confidential Information disclosed in connection with any current or future engagement between the parties' rather than tying it to a single named project. However, if the scope of work changes significantly — particularly if new categories of sensitive information will be shared — it is advisable to execute an updated or supplementary NDA to ensure the new materials are explicitly covered.\n",[438,442,446,450,454,458],{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","Source code, algorithms, unreleased product features, and proprietary API architecture are the primary protected assets, often disclosed to contract developers and QA testers before launch.",{"industry":443,"icon_asset_id":444,"specifics":445},"Marketing and Creative Agencies","industry-marketing","Client campaign strategies, brand positioning, unreleased creative assets, and client lists are routinely shared with freelance designers, copywriters, and media buyers who work across competing accounts.",{"industry":447,"icon_asset_id":448,"specifics":449},"Healthcare and Life Sciences","industry-healthtech","Patient data, clinical trial protocols, and proprietary diagnostic processes require contractor NDAs that explicitly incorporate HIPAA obligations and data security standards beyond standard confidentiality language.",{"industry":451,"icon_asset_id":452,"specifics":453},"Financial Services","industry-fintech","Trading strategies, client portfolios, regulatory filings, and proprietary financial models disclosed to contract analysts or developers must be protected with heightened security obligations and short post-engagement windows.",{"industry":455,"icon_asset_id":456,"specifics":457},"Manufacturing and Product Development","industry-manufacturing","Product formulas, engineering drawings, supplier pricing, and pre-patent invention disclosures shared with outside contractors or prototype manufacturers require broad trade-secret protection with indefinite post-term duration.",{"industry":459,"icon_asset_id":460,"specifics":461},"Professional Services","industry-professional-services","Client matter details, fee structures, internal methodologies, and competitive intelligence shared with contract researchers or subcontractors are typically subject to both contractual NDA obligations and professional ethics rules.",[463,465,468,470],{"vs":231,"vs_template_id":232,"summary":464},"An employee NDA governs a staff member whose confidentiality obligations arise partly from the employment relationship itself — courts imply a duty of fidelity. A contractor NDA must stand entirely on its own contractual terms because no employment relationship exists. Contractor NDAs require more explicit definitions, security obligations, and return-of-materials provisions than most employee versions.",{"vs":43,"vs_template_id":466,"summary":467},"mutual-non-disclosure-agreement-D13588","A mutual NDA obligates both parties to protect each other's confidential information — appropriate when two businesses are exploring a partnership or integration where each side shares sensitive data. A contractor NDA is typically unilateral: the business discloses and the contractor is bound. Using a mutual NDA for a one-way contractor engagement gives the contractor confidentiality rights they do not need and can complicate enforcement.",{"vs":88,"vs_template_id":242,"summary":469},"An independent contractor agreement governs the full commercial relationship — scope, deliverables, payment, IP ownership, and termination. It may include a short confidentiality clause but rarely covers confidentiality in sufficient depth. A standalone contractor NDA is executed separately to provide detailed, enforceable confidentiality protection — particularly when the engagement involves material IP, client data, or trade secrets.",{"vs":471,"vs_template_id":472,"summary":473},"Non-Compete Agreement","D{NON_COMPETE_AGREEMENT_ID}","A non-compete restricts the contractor from working for competitors or starting a competing business after the engagement ends. A contractor NDA restricts only the disclosure and use of confidential information — it does not prevent the contractor from competing in the market using their general knowledge and skills. The two documents address different risks and are often executed together for senior or high-access engagements.",{"use_template":475,"template_plus_review":479,"custom_drafted":483},{"best_for":476,"cost":477,"time":478},"Standard domestic contractor engagements involving confidential business information, client data, or non-patented IP","Free","15–20 minutes",{"best_for":480,"cost":481,"time":482},"Engagements involving trade secrets, source code, cross-border contractors, or regulated data such as HIPAA or financial records","$200–$500 for a 1-hour lawyer review","1–3 business days",{"best_for":484,"cost":485,"time":486},"High-value IP disclosures, multi-jurisdiction contractors, regulated industries, or where the contractor will have access to patentable inventions or clinical data","$800–$2,500+","1–2 weeks",[488,493,498,503],{"code":489,"name":490,"flag_asset_id":491,"note":492},"us","United States","flag-us","Trade secret protection is governed federally by the Defend Trade Secrets Act (DTSA) of 2016 and at the state level by versions of the Uniform Trade Secrets Act. California limits NDA enforceability significantly — courts scrutinize overbroad definitions and may void clauses that function as de facto non-competes. Some states require specific language to protect employee whistleblower rights, even in contractor agreements.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"ca","Canada","flag-ca","Trade secret protection in Canada relies primarily on common law rather than a unified federal statute. Courts apply a reasonableness standard — NDAs must be proportionate to the legitimate business interest being protected. Quebec contractors require French-language contracts for provincially regulated work, and PIPEDA or provincial privacy legislation may impose additional obligations when personal data is involved.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"uk","United Kingdom","flag-uk","The UK protects confidential information through common law equitable duties as well as contract. Post-Brexit, the EU Trade Secrets Directive no longer applies directly, but UK courts still apply similar reasonableness principles. NDAs that prevent a contractor from reporting wrongdoing or speaking to regulators are unenforceable, and recent government guidance discourages the use of NDAs to silence whistleblowers.",{"code":504,"name":505,"flag_asset_id":506,"note":507},"eu","European Union","flag-eu","The EU Trade Secrets Directive (2016/943) harmonizes trade secret protection across member states and is the key legislative backdrop for contractor NDAs involving proprietary information. GDPR adds a layer of obligations when confidential information includes personal data — contractor NDAs should explicitly reference GDPR compliance and data processing obligations. Member state courts apply a proportionality test to post-engagement duration and scope.",[232,235,242,509,510,511,512,513,254,514,515,516],"employment-agreement_at-will-employee-D541","intellectual-property-assignment-D5229","general-non-compete-agreement-D882","service-agreement-D12711","consulting-agreement---long-D12543","data-processing-agreement-D13954","employee-handbook-D712","cease-and-desist-letter-D12916",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":118,"secondary_folder":519,"document_type":520,"industry":521,"business_stage":522,"tags":523,"confidence":528},"confidentiality-and-nda","agreement","general","all-stages",[524,525,526,520,527],"nda","confidentiality","contractor","legal",0.98,"\u003Ch2>What is a Contractor Non-Disclosure Agreement (NDA)?\u003C/h2>\n\u003Cp>A \u003Cstrong>Contractor Non-Disclosure Agreement (NDA)\u003C/strong> is a legally binding contract between a business and an independent contractor that restricts the contractor from disclosing, reproducing, or misusing confidential information accessed during the engagement. Unlike an employee confidentiality clause — which sits within a broader employment relationship — a contractor NDA must stand entirely on its own contractual terms, because no employment duty of fidelity exists between the parties. It defines exactly what counts as confidential information, limits how the contractor may use it, sets the duration of the obligation after the engagement ends, and specifies the remedies available if the contractor breaches — including injunctive relief to stop ongoing disclosure before financial harm compounds.\u003C/p>\n\u003Cp>Contractor NDAs are unilateral agreements: the business discloses; the contractor is bound. They are distinct from mutual NDAs, where both parties share sensitive information, and from non-compete agreements, which restrict the contractor from working with competitors — not merely from disclosing what they learned.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Every time you hand source code, client data, a pricing model, or an unreleased product roadmap to a freelancer or consultant, that information leaves your direct control — potentially flowing to other clients they serve, to subcontractors they engage, or to a future employer. Without a signed contractor NDA in place before disclosure, you have no contractual basis to demand return of materials, seek injunctive relief, or claim trade-secret misappropriation. A verbal confidentiality understanding is unenforceable in virtually every jurisdiction. The cost of enforcement without a written agreement — lost IP, exposed client data, damaged competitive position — almost always exceeds the 15 minutes it takes to execute this template. This contractor NDA gives you a specific, enforceable document that defines the information, the permitted use, the duration, and the remedies — executed before a single sensitive file changes hands.\u003C/p>\n",1781185992469]