Contractor Non-Disclosure Agreement

CONTRACTOR NON-DISCLOSURE AGREEMENT (NDA)

This Contractor Non-Disclosure Agreement (the "Agreement") is made and effective [DATE],

BETWEEN: [PARTY A NAME] (the "Disclosing Party"), a [ENTITY TYPE] organized and existing under the laws of the State of [STATE], with its head office located at:

[ADDRESS]

AND: [PARTY B NAME] (the "Contractor"), an individual or entity providing services as a contractor, with its principal place of business located at:

[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:

SECTION 1

Non-Disclosure of Confidential Information

1.1 Both Parties understand and agree that the Contractor may receive, access, or be exposed to confidential or proprietary information of the Disclosing Party. The Contractor agrees to hold all such Confidential Information in strict confidence and to use it solely for the purpose of performing services for the Disclosing Party in connection with [TO BE COMPLETED].

1.2 The Contractor shall not, directly or indirectly, disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party.

SECTION 2

Definition of Confidential Information

"Confidential Information" includes, but is not limited to, any information disclosed by the Disclosing Party to the Contractor that relates to: trade secrets, inventions, ideas, processes, formulas, source code, hardware configuration, computer programs, algorithms, business plans, financial information, customer and vendor lists, pricing, marketing strategies, technical know-how, and any other proprietary information, whether disclosed orally, in writing, electronically, or by inspection of tangible objects.

SECTION 3

Exclusions from Confidential Information

Confidential Information shall not include information that the Contractor can demonstrate: (a) was in the public domain at the time of disclosure; (b) entered the public domain after disclosure through no fault of the Contractor; (c) was already in the Contractor's possession without obligation of confidentiality prior to disclosure; (d) was lawfully received from a third party without restriction; or (e) was independently developed by the Contractor without use of or reference to the Confidential Information.

SECTION 4

Obligations of the Contractor

4.1 The Contractor shall protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4.2 The Contractor shall limit access to the Confidential Information to its personnel who have a need to know and who have agreed in writing to confidentiality obligations no less restrictive than those contained herein. The Contractor shall be responsible for any breach by such personnel.

4.3 The Contractor shall promptly notify the Disclosing Party in writing of any unauthorized use, disclosure, or loss of Confidential Information.