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Some of the exception clauses are: ? Information that is in the public domain. ? Information that the disclosing party disclosed before signing the agreement. ? Information received by the ?receiving party? from a third party, wherein the third party was not obliged to keep the information confidential.
A typical confidentiality clause might say, "The phrases and circumstances of this Agreement are completely confidential between the parties and shall not be disclosed to anybody else. Any disclosure in violation shall be deemed a breach of this Agreement."
Can an independent contractor sign an NDA? Yes, not only can you have your independent contractors sign an NDA, but it's also recommended. The NDA should be a regular part of your agreements with independent contractors every time the project requires working with sensitive information.
In this agreement, the company ?gets? the contractor's promise not to disclose secrets, and the independent contractor ?gets? to discuss the potential of starting (or continuing) a contractual relationship with the company. It is best if the agreement is signed prior to the commencement of service contract.
Like employee NDAs, an independent contractor NDA can be included within broad employment contracts, or in a standalone NDA. Just like employee NDAs, enforceable independent contractor non-disclosure agreements must comply with state and federal laws.
Independent contractors are not required to maintain secrecy unlike employees, which means if you disclose any information to a contractor without a Non-disclosure agreement, there will be no legal action taken.
A confidentiality agreement should include a clear definition of the confidential information, scope of the agreement, obligations of the receiving party, the duration of the contract, any exceptions to confidentiality, and the consequences of a breach of the contract.
The agreement should identify the purpose to which the recipient can put the confidential information. All other uses of the confidential information should be prohibited. Sometimes a confidentiality agreement states that no rights are licensed by the confidentiality agreement.