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.
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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 Agreement. In addition, Consultant
agrees to disclose to Company all patent copyright or similar right filed by the Consultant one year after
the termination of this Agreement if it can be reasonably presumed that such a filing was related to
Proprietary Information created by the Consultant during their businesses relationship with Company
under the terms of this Agreement.
The Consultant exercises no rights or privileges with respect to the Proprietary Information
either owned by or assigned to Company. This Agreement shall not be construed to preclude Company
from acting as exclusive and sole owner of all Proprietary Information either owned by or assigned to
Company under this Agreement. The decision to exercise proprietary rights, or not to exercise
proprietary rights, or to release such information to the public for public use shall be at the sole
discretion of Company.
Company will be responsible for all expenses with preparation and prosecution of patent
applications in all necessary foreign countries and the United States.
This Agreement is not applicable to inventions or improvements relating to Company
business made by Consultant prior to commencement of this business relationship.
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Consultant agrees specifically that the rights granted to Company under this Agreement
shall include the right not to file for copyrights or patents, both domestic and foreign when such
is considered appropriate, under the sole discretion of Company, for Company’s business goals
V. LENGTH OF AGREEMENT
This Agreement comes into effect retroactively to the beginning of Consultant’s business contact
with Company and ends upon the termination of the mutual business relationship between Consultant
and Company including any partnering or consulting relationship for the time period as set forth below.
This Agreement does not create any type of business relationship between the two parties other than the
relationship detailed in a separate written agreement signed and duly witnessed by both parties.
Amendment to this Agreement is prohibited without the express written consent of both
VII. ATTORNEY’S FEES
If judgment is required to enforce the contents of the Agreement or remedy any breach,
the defendant will pay court costs and attorney’s fees.
VIII. ASSIGNMENT PROHIBITED
Both the Company and Consultant are expressly prohibited from assigning this
Agreement or any rights or interest flowing from this Agreement. Assignment will only occur
with the express written consent of both parties.
IX. GOVERNING LAW AND JURISDICTION
This Agreement will be interpreted and enforced under the laws of the State of
___________________, regardless of conflict of laws provisions. Both parties voluntary consent
to the jurisdiction of the state and federal courts located in the State of _________________.
X. ENTIRE AGREEMENT
There are no other agreements, promises or understandings between these parties, except as
specifically set forth in this Agreement.
IN WITNESS WHEREF, the parties hereto execute this Agreement on this _____ day of
_____________ of 20_______:
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Authorized Signature Authorized Signature
Name and Title Name and Title
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