This Consultant Non-Disclosure (NDA) agreement is a standard form business contract
useful for companies contracting with consultants who may be working with confidential
information or trade secrets. Use this agreement if one desires to pitch business ideas
to a consultant without fear of having one's ideas and private information misused. This
agreement contains all the standard terms and conditions that are used in this type of
agreement, but additional language may be added making it fully customizable to fit the
needs of the contracting parties.
CONSULTANT NON-DISCLOSURE AGREEMENT
This Agreement made on this _________ day of __________________ of 20________
Between Company and Consultant (hereinafter the “Agreement”).
[Company name/address] (hereinafter the “Company”),
[Consultant name/address] (hereinafter the “Consultant”),
I. CONFIDENTIAL INFORMATION
Consultant hereby acknowledges that in the course of their mutual business relationship
Company may make certain information available to Consultant, including all business data such
as pricing data, customer databases, customer lists, marketing information, technical or design
information, performance and production standards, trade secrets, copyrighted materials, patents
and inventions and any and all other confidential information (hereinafter the “Confidential
Information”). [Comment: user should insert a description of any additional, sensitive
information that will be made known to the Consultant.]
This Confidential Information is acknowledged by Consultant to have inherent value,
both economic and otherwise, and that disclosure thereof could result in economic losses to
Company or economic gains to others who could potentially profit by disclosure.
The Consultant hereby agrees to hold confidential and make reasonable efforts to
maintain secrecy and confidentiality of all Confidential Information that may pass to Consultant
from Company during the period governed by this Agreement. Consultant shall additionally
make no disclosure of the terms of this Agreement or of the Agreement itself.
Consultant is prohibited from making copies or duplicates of any Confidential
Information, except as essential to the fulfillment of Consultant’s duties to Company. Consultant
is prohibited from removing any Confidential Information, related documents or proprietary
property or information without the written authorization of Company. If requested by Company,
Consultant will immediately return all Confidential Information, related documents and
proprietary property or information.
If it should be necessary for Consultant to disclose Confidential Information to third
parties in the course of its business relationship with Company, the third parties must be properly
instructed that the disclosed information is confidential in nature, and that all proper steps to
ensure confidentiality by all parties is taken.
Consultant further agrees, after the termination of this Agreement, not to make use of any
Confidential Information to solicit current or future customers of Company.
© Copyright 2013 Docstoc Inc. 2
II. PROPRIETARY INFORMATION
For the purpose of this Agreement “Proprietary Information” includes, but is not limited
to, any data, information, written records, including documents, drawings, records, digital
materials such as software, computer programs, firmware, marketing materials such as logos,
promotional systems or ideas, advertising, customer lists, pricing information, and trade secrets
such as formulas, production methods, products, test, concepts, as well as the internal finances,
business practices, research, marketing, planned research development, and organization of the
Company or its affiliates. [Comment: user should insert a description of any additional,
sensitive information that will be made known to the Consultant.]
All Proprietary Information, made, discussed, written, learned, secured or obtained by the
Consultant during their work for the Company shall remain the exclusive and sole property of the
Company. The Consultant therefore waives all interest, title and right of every type and of all kind
whatsoever to any Proprietary Information learned or otherwise obtained by the Consultant during the
term of the business relations.
Consultant agrees to comply with all reasonable rules established by Company for the protection
of Proprietary Information. Furthermore, if Consultant refuses to perform these acts, Consultant
irrevocably assigns the President and Vice President(s) of the Company to act as agents of the
Consultant for all necessary acts to maintain or obtain relevant copyrights, patents, and related rights to
any Proprietary Information assigned by Consultant to Company under this Agreement. The grant of the
foregoing assignment shall survive the disability or death of the Consultant.
Consultant fully agrees to promptly disclose to Company, all Proprietary Information created,
conceived or reduced to practice in writing during the term of this Agre