Andrew Viteri
$10/hr
Sales pro with proven track record of exceeding goals, building strong client relationships.
- Reply rate:
- 57.14%
- Availability:
- Hourly ($/hour)
- Location:
- Houston, Texas, United States
- Experience:
- 25 years
CONTRACTOR NON-DISCLOSURE AGREEMENT
his CONTRACTOR NON-DISCLOSURE AGREEMENT, hereinafter known as the
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“Agreement”, is entered into between ____________________________ (“Contractor”) and
company name (“Company”), collectively known as the “Parties” as of the _______ day of
_________________, 2020 (the “Effective Date”).
Article I: Scope of Agreement
his Agreement acknowledges that certain confidential information, trade secrets, and
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proprietary data (hereinafter defined and referred to as “Confidential Information”) of or
regarding the Company may be discussed between Contractor and the Company (hereinafter
known collectively as the “Parties”). The provisions set forth in this Agreement define the
circumstances in which the Contractor can and cannot disclose Confidential Information, and
include the remedies, penalties and lawful action the Company may take should such
information be used or disclosed by Contractor. Both Parties agree that it is in their best
interests to protect the Company’s Confidential Information and that of it’s Clients, and that the
terms of this Agreement create a bond of trust and confidentiality between them. In
consideration of Contractor’s commencement of contract, or continued contract with the
Company, the Parties agree as follows:
Article II: Confidential Information
. Definitions.Confidential Information is any material,knowledge, information and data
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(verbal, electronic, written or any other form) concerning the Company and it’s Clients or its
businesses not generally known to the public consisting of, but not limited to, inventions,
discoveries, plans, concepts, designs, blueprints, drawings, models, devices, equipment,
apparatus, products, prototypes, formulae, algorithms, techniques, research projects, computer
programs, software, firmware, hardware, business, development and marketing plans,
merchandising systems, financial and pricing data, information concerning investors, customers,
suppliers, consultants and Contractors, and any other concepts, ideas or information involving
or related to the business which, if misused or disclosed, could adversely affect the Company’s
business.
. Exclusions.For the purposes of this Agreement,information shall not be deemed
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Confidential Information and the Contractor shall have no obligation to keep it confidential if:
(i) the information was publicly known;
(ii) the information was received from a third party not subject to the restrictions of this
greement and becomes available to Contractor through no wrongful act or breach of
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Agreement on their part; or
(iii) the information was approved for release by Company through written authorization.
C. Period of Confidentiality.
ontractor agrees not to use or disclose Confidential Information for their own personal benefit
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or the benefit of any other person, corporation or entity other than the Company during the
Contractor’s contract with the company or any time thereafter.
. Limitations.Contractor shall limit access to ConfidentialInformation to individuals on a
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strictly need-to-know basis, involving only those who are carrying out duties related to the
Company and its business. Individuals under the Contractor’s command (affiliates, agents,
consultants, representatives and other Contractors) are bound by and shall comply with the
terms of this Agreement.
. Ownership.All repositories of information containingor in any way relating to Confidential
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Information is considered property of the Company. The removal of Confidential Information
from the Company’s premises is prohibited unless prior written consent is provided by the
Company. All such items made, compiled or used by the Contractor shall be delivered to the
Company by Contractor upon termination of contract or at any other time as per the Company’s
request.
. Contractor Marketing.As a part of the Contractor’sexperience or marketing, the Contractor
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is not allowed to post samples, images, or names of Clients of the Company or any work
performed through the Company online or on any printed material.
Article III: Inventions
. Prior inventions.Any inventions created or conceptualizedby the Contractor prior to signing
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the Agreement are excluded from the provisions herein.
. Ownership of Inventions.Inventions constructedwhile under the Company’s contract are
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the sole property of the Company except those described under subsection (C.) of this section.
. Personal Inventions.Inventions developed by Contractoron their own personal time not
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constructed on Company property, and that were not created using any Company materials,
equipment, technology or information, are exempt from the provisions of the Agreement.
Article IV: Entire Agreement
. Previous Agreements.This Agreement constitutesthe entire agreement and the signing
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thereof by both Parties nullifies any and all previous agreements made between Company and
Contractor.
. Modifications and Amendments.No modifications,amendments, changes or alterations
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can be made to the Agreement unless in writing and signed by authorized representatives of
both Parties.
. Successors and Assigns.This Agreement shall bebinding upon the successors,
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subsidiaries, assigns and corporations controlling or controlled by the Parties. The Company
may assign this Agreement to any party at any time, whereas Contractor is prohibited from
assigning any of their rights or obligations in the Agreement without prior written consent from
Company.
Article V: Nature of Relationship
he Agreement does not create a partnership or joint venture between Company and
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Contractor. Any financial arrangements made between both Parties shall not be included in this
Agreement but must be disclosed in a separate document.
Article VI: Severability
ny provision within the Agreement (or any portion thereof) deemed invalid, unlawful or
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otherwise unusable by a court of law shall be dissolved from the Agreement and the remainder
of the Agreement shall continue to be enforceable. A severed provision shall not alter the
integrity of the Agreement, and the terms set forth in any severed provision shall be construed in
such a way as to interpret the purpose for which it was drafted.
Article VII: Governing Law
This Agreement shall be governed in accordance with the laws of the State of Texas.
Article VIII: Immunity
isclosing Confidential Information to an attorney, government representative or court official in
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confidence while assisting or taking part in a case involving a suspected violation of law is not
considered a breach of this Agreement. Should the Contractor be required to disclose
Confidential Information by law, the Contractor shall provide Company with prompt notice of
such request.
Article IX: Breach of agreement
. Cause for Action.Contractor understands that theuse or disclosure of any Confidential
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Information may be cause for an action at law in an appropriate court of the State of Texas or
any State of the United States, or in any federal court, and that the Company shall be entitled to
an injunction prohibiting the use or disclosure of the Confidential Information.
. Indemnification.Contractor understands and agreesthat if the use or disclosure of
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Confidential Information by them or any affiliate, Contractor or representative of the Contractor
causes damage, loss, cost or expense to the Company, the Contractor shall be held responsible
and shall indemnify the Company.
. Injunctive Relief.The Contractor understands andagrees that the use or disclosure of
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Confidential Information could cause the Company irreparable harm and the Company has the
right to pursue legal action beyond remedies of a monetary nature in the form of injunctive or
equitable relief. This may be in addition to any other remedy, penalty or claim the law can
provide.
. Notice of Unauthorized Use or Disclosure.Contractoris bound by this Agreement to notify
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the Company in the event of a breach of agreement involving the dissemination of Confidential
Information, either by the Contractor or a third party, and will do everything possible to help the
Company regain possession of the Confidential Information.
Article X: Prevailing party
In a dispute arising out of or in relation to this Agreement, the prevailing party shall have the
right to collect from the other party its reasonable attorney fees, costs and necessary
expenditures.
IN WITNESS WHEREOF, the Parties hereto agree to the terms of this Agreement and signed
on the dates written below.
Contractor Signature_____________________________________
Date: ________________
Contractor Printed Name: _____________________________________
