How to Create an Independent Contractor Confidentiality Agreement

Why Create an Agreement?

An independent contractor confidentiality agreement is an excellent way to prevent independent contractors from disclosing a company’s confidential information or trade secrets to others or using it for their own profit. Our independent contractor confidentiality agreement is written to ensure that your proprietary information remains safe. Independent contractor confidentiality agreements also do the following:

• Require contractors to protect your proprietary information from unauthorized disclosure and theft by third parties
• Prohibit contractors from reverse engineering privileged processes, techniques, or products for their own benefit
• Force contractors to disclose any conflicts of interest that they may have with working for you
• Give the company sole ownership of all intellectual property created by the contractor as a result of receiving the confidential information, including copyrights, trademarks, and patent rights
• Allow you to include an arbitration provision as well as customizable terms to reflect the full intentions of the parties

Party Information and Agreement Term

Disclaimer of Warranties and Arbitration

Next, choose if the discloser is disclaiming all warranties related to the confidential information communicated to the contractor. This means that the discloser isn’t responsible for the accuracy of the confidential information or if the discloser ends up not using the information as planned. It’s common for the discloser to choose to disclaim all warranties unless the discloser made explicit promises to the contractor about the information.

Then select if you want disputes to be handled through neutral, binding arbitration instead of through the formal court system. Binding arbitration allows the parties to resolve disputes faster and more cheaply than going to court. Disputes get submitted to either a single arbitrator or an arbitration panel. Therefore, it’s often a good idea to include an arbitration clause unless you have a good reason not to do so.

Governing Law and Additional Terms

Lastly, as mentioned here in one of techrepublic’s blogs, you will indicate which state’s laws you wish to govern the agreement and add any other additional terms you want to include. Usually, the discloser’s principal place of business is listed as the governing state. Alternatively, you could use the discloser’s state of incorporation, the state where the two parties are conducting any business together, or some other related state. You then have the option of adding your own custom terms to the agreement.

As pointed out by The Balance, these would most likely be terms the parties agreed to verbally and want to make sure are incorporated into the agreement. This is meant to give you complete flexibility in tailoring your agreement according to the wishes of the parties. It’s also important to preview the document first so that you can see what has already been included. To formally execute the document, just follow the instructions at the end and distribute copies of the final document signed by all the parties.

Create Your Independent Contractor Confidentiality Agreement Now

Use our independent contractor confidentiality agreement template to create your agreement in just a matter of minutes online.