Independent Contractor NDA Agreement "INDEPENDENT CONTRACTOR"*Your business name "EFFECTIVE DATE"*Today's dateMM123456789101112DD12345678910111213141516171819202122232425262728293031YYYY2025202420232022202120202019201820172016201520142013201220112010200920082007200620052004200320022001200019991998199719961995199419931992199119901989198819871986198519841983198219811980197919781977197619751974197319721971197019691968196719661965196419631962196119601959195819571956195519541953195219511950194919481947194619451944194319421941194019391938193719361935193419331932193119301929192819271926192519241923192219211920"INDEPENDENT CONTRACTOR ADDRESS"* Street Address Address Line 2 City AlabamaAlaskaAmerican SamoaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaGuamHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaNorthern Mariana IslandsOhioOklahomaOregonPennsylvaniaPuerto RicoRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahU.S. Virgin IslandsVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code This Agreement is made as of the above designated "Effective Date" between Propel Businessworks having a place of business at 1230 SW 1st Ave, Portland, OR 97204, and the above mentioned "Indepentend Contractor", having a place of business at the above mentioned "INDEPENDENT CONTRACTOR ADDRESS".In connection with current or future contractual relationships between the parties, it may be desirable for the parties to exchange confidential information; as such term is hereinafter defined (“Confidential Information”).Accordingly, “PROPEL BUSINESSWORKS” and “INDEPENDENT CONTRACTOR” agree as follows:*Please check next to each article to acknowledge you have read it entirely and agree to the terms therein.* This Agreement is made as of the above designated "Effective Date" between Propel Businessworks having a place of business at 1230 SW 1st Ave, Portland, OR 97204, and the above mentioned "Indepentend Contractor", having a place of business at the above mentioned "INDEPENDENT CONTRACTOR ADDRESS".In connection with current or future contractual relationships between the parties, it may be desirable for the parties to exchange confidential information; as such term is hereinafter defined (“Confidential Information”).Accordingly, “PROPEL BUSINESSWORKS” and “INDEPENDENT CONTRACTOR” agree as follows:*Please check next to each article to acknowledge you have read it entirely and agree to the terms therein. 1.This Agreement covers information exchanged after the effective date. Confidential Information shall mean all intellectual property, business, financial and other information (whether written, oral, graphic, sample or visual) which (i) is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), or (ii) if disclosed orally, by audio transmission, by sample or visually, is identified in writing to the Receiving Party at the time of disclosure as confidential, proprietary or the like, or is identified orally to the Receiving Party at the time of disclosure as confidential, proprietary or the like and such identification is confirmed in writing within thirty (30) days after such oral, graphic, machine recognizable, sample or visual disclosure. 2.In the event that the Receiving Party becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, investigative demands or similar process) to disclose any of the Confidential Information, the Receiving Party shall use its best efforts to provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall furnish only that portion of the Confidential Information which the Receiving Party is legally required to disclose and shall exercise its best efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information. 3.The party receiving Confidential Information agrees for a period of five (5) years from the date of first disclosure of such Confidential Information by the Disclosing Party: 3. (a)not to use, directly or indirectly, the Confidential Information for its own benefit or for the benefit of any other person or INDEPENDENT CONTRACTOR, except to accomplish the purposes stated above or under another agreement between the parties; 3. (b)to restrict disclosure of such Confidential Information to only those of its employees and representatives who have a need to know in order to perform tasks for the benefit of the Disclosing Party and who have been required to comply with the restrictions on disclosure and use provided for herein; and 3. (c)to maintain such Confidential Information in confidence and refrain from disclosing it to third parties by exercising the same degree of care to preserve and safeguard such Confidential Information as the Receiving Party uses to preserve and safeguard its own Confidential Information, which shall in no event be less than reasonable care; 4.This Agreement shall terminate five (5) years from the Effective Date, but may be terminated earlier by either “INDEPENDENT CONTRACTOR” or “PROPEL BUSINESSWORKS” giving thirty (30) days written notice to the other party of its intention to terminate. However, termination of this Agreement shall not affect the rights and obligations of the parties with respect to Confidential Information disclosed under this Agreement prior to termination. This Agreement shall be binding upon the permitted successors and assigns of both parties. 5.No later than thirty (30) days following termination of this Agreement, each party shall, at the written direction of the other party, return or destroy (certifying in writing to the other party such destruction) all copies in its possession or control of the other party’s Confidential Information. 6.All notices to be delivered pursuant to this Agreement shall be in writing and shall be sent by registered mail, return receipt requested, courier service or fax to the addresses set forth at the beginning of this Agreement or to such other addresses as the parties may designate. Notices shall be deemed to have been delivered upon receipt. 7.Neither party makes any express or implied representation or warranty as to the accuracy or completeness of any Confidential Information provided to the other party under this Agreement, and neither party shall have any liability to the other resulting from the use of or reliance upon any Confidential Information. Nothing herein shall be deemed to grant any right or license to the Receiving Party to such information or under any present or future patent. In addition, neither party shall be obligated by this Agreement to supply Confidential Information to the other. 8.Neither party may submit proposals that contain the other party’s Confidential Information without the prior written consent of the other party. 9.The Receiving Party agrees that it will not in any form use, duplicate, sell or plan to use, duplicate or sell, directly or indirectly, any information disclosed hereunder including the direct product of Propel Businessworks. The Receiving Party shall indemnify and hold the Disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorney’s fees, and all other expenses arising from failure of the Receiving Party to comply with applicable privacy laws and regulations. 10.“PROPEL BUSINESSWORKS” and “INDEPENDENT CONTRACTOR” agree that remedies at law may be inadequate to protect a Disclosing Party against any actual or threatened breach of this Agreement by the other party, and without prejudice to any other rights and remedies otherwise available to a Disclosing Party, each party agrees that a Disclosing Party shall be entitled to injunctive relief in the event the other party breaches or threatens to breach this Agreement. 11.This Agreement contains the entire understanding between the parties relative to the protection of Confidential Information and supersedes all other understandings between the parties in respect thereto, except that nothing in this Agreement shall supersede or in any way modify any of the provisions contained in any purchase order, invoice, subcontract or other agreement between the parties unless such purchase order, subcontract or other agreement expressly so provides. No modification to this Agreement shall be binding on either party unless in writing and duly signed by both parties. 12.This Agreement shall not be construed as a teaming agreement, joint venture, partnership, or other such arrangement, and is for the sole purpose of protecting against disclosure or use of proprietary or competitive information. Neither party shall be under any obligation to enter into any further agreement with or give any compensation to the other party. 13.This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon without regard to its conflict of laws provisions. 14.“INDEPENDENT CONTRACTOR” shall not advertise, publicize or disclose in any medium or to any third party the existence or terms of this Agreement without the prior written consent of “PROPEL BUSINESSWORKS”. Product names, photographs, logos, trademarks or any other identifying information shall not be used without prior written consent. In witness whereof, the parties have executed this Agreement as of the date first set forth above.Propel BusinessworksBy: Jamie TeasdaleTitle: OwnerDate: 10/09/2024"INDEPENDENT CONTRACTOR"*Your business name Title*Title Please type your full name to sign this document*Please type your full name to sign this document Today's date*Today's dateMM123456789101112DD12345678910111213141516171819202122232425262728293031YYYY2025202420232022202120202019201820172016201520142013201220112010200920082007200620052004200320022001200019991998199719961995199419931992199119901989198819871986198519841983198219811980197919781977197619751974197319721971197019691968196719661965196419631962196119601959195819571956195519541953195219511950194919481947194619451944194319421941194019391938193719361935193419331932193119301929192819271926192519241923192219211920NameThis field is for validation purposes and should be left unchanged. Δ
