If, during the course of his or her work, an IC may have access to your valuable trade secrets—for example, customer lists, business plans, business methods and techniques not known by your competitors—it is reasonable for you to include a nondisclosure provision in the agreement. Such a provision means that the IC may not disclose your trade secrets to others without your permission. (See Intellectual Property Ownership for more about ICs and trade secrets.)
Suggested Language
Confidentiality
Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client’s prior written permission except to the extent necessary to perform services on Client’s behalf.
Proprietary or confidential information includes:
- the written, printed, graphic or electronically recorded materials furnished by Client for Contractor to use
- business plans, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, and
- information belonging to customers and suppliers of Client about whom Contractor gained knowledge as a result of Contractor’s services to Client.
Contractor shall not be restricted in using any material which is publicly available, already in Contractor’s possession or known to Contractor without restriction, or which is rightfully obtained by Contractor from sources other than Client.
Upon termination of Contractor’s services to Client, or at Client’s request, Contractor shall deliver to Client all materials in Contractor’s possession relating to Client’s business.