Free Non-Disclosure Agreement for Consultants

This Non-Disclosure Agreement ("Agreement") is entered into on the 1st day of January, 2050, by and between [Your Company Name], a corporation organized and existing under the laws of Pennsylvania, with its principal place of business located at [Your Company Address] ("Disclosing Party"), and Maria Turner, an independent consultant residing at Philadelphia, PA 19102 ("Receiving Party").

The purpose of this Agreement is to establish the terms and conditions under which [Your Company Name] will share Confidential Information with Maria Turner in the course of providing consulting services.

I. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall include all non-public, proprietary, or confidential data disclosed by the Disclosing Party to the Receiving Party, whether in oral, written, or electronic form, and shall include but is not limited to:

• Proprietary business plans, designs, source code, and algorithms

• Technical and financial information, marketing strategies, and customer data

• Information the Disclosing Party reasonably considers confidential or proprietary.

However, the term "Confidential Information" shall not include information that:

• Becomes publicly available without breach of this Agreement

• Is independently developed by the Receiving Party

• Is received from a third party who has no obligation of confidentiality

II. Confidentiality Obligations

1. Non-Disclosure

The Receiving Party agrees to hold the Confidential Information in strict confidence, and shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information to any third party.

2. Use of Confidential Information

The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling the consulting services and may not use it for any other purpose. The Receiving Party agrees not to copy, reverse-engineer, or otherwise exploit the Confidential Information.

III. Exclusions from Confidentiality

The confidentiality obligations set forth herein shall not apply to any Confidential Information that:

• Is already in the public domain at the time of disclosure, or later enters the public domain through no fault of the Receiving Party

• Is independently developed by the Receiving Party without reference to the Confidential Information

• Is required to be disclosed by law, regulation, or court order, provided the Receiving Party promptly notifies the Disclosing Party of such requirement

IV. Duration of Confidentiality

The Receiving Party’s obligations under this Agreement shall continue in effect for a period of five (5) years from the date of the last disclosure of Confidential Information, unless otherwise terminated in writing by both parties.

V. Return or Destruction of Confidential Information

Upon completion of the consulting services, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in their possession. This includes, but is not limited to, all copies, documents, electronic files, and any materials containing such information.

VI. No License

This Agreement does not grant any rights, licenses, or ownership in the Confidential Information or any related intellectual property. All rights to the Confidential Information remain solely with the Disclosing Party.

VII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to its conflict of laws principles.

VIII. Dispute Resolution

In the event of a dispute, both parties agree to resolve the matter through negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit to binding arbitration under the rules of the American Arbitration Association.

IX. Miscellaneous

1. Entire Agreement

This Agreement constitutes the complete and exclusive understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and communications regarding the subject matter.

2. Modification

Any amendments or modifications to this Agreement must be in writing and signed by both parties.

3. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

X. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first written above.

For the Disclosing Party:

Name: [Your Name]
Title: Chief Executive Officer (or relevant title)

For the Receiving Party:

Maria Turner
Name: Maria Turner
Title: Consultant

If you need any further clarification or have questions, please contact [Your Name] at [Your Email]. Alternatively, you can reach Maria Turner directly at maria@you.mail.

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