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Consultant Non Disclosure Agreement Template for Canada

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Key Requirements PROMPT example:

Consultant Non Disclosure Agreement

"I need a Consultant Non Disclosure Agreement for a software development consultant who will have access to our proprietary AI algorithms and source code for a 3-month project starting January 2025; the agreement should include strong IP protection clauses and specify secure code repository access protocols."

Document background
The Consultant Non Disclosure Agreement is essential when engaging external expertise while protecting sensitive business information. This document, governed by Canadian law, establishes clear confidentiality obligations for consultants who require access to proprietary information, trade secrets, technical data, or business strategies to perform their services. It ensures compliance with federal and provincial privacy laws, including PIPEDA, while addressing specific needs of various industries. The agreement is typically used at the outset of a consulting relationship, often before detailed discussions begin, and can be customized to include specific security protocols, data handling requirements, and industry-specific provisions. It serves as a crucial risk management tool, protecting intellectual property and maintaining competitive advantage while facilitating necessary business collaboration.
Suggested Sections

1. Parties: Identification of the company and consultant, including full legal names and addresses

2. Background: Context of the consulting relationship and purpose of the NDA

3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and 'Consulting Services'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed

7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination

8. Term and Termination: Duration of the agreement and termination provisions

9. Survival: Obligations that continue after termination

10. Remedies: Legal remedies available in case of breach

11. General Provisions: Standard clauses including governing law, entire agreement, and amendments

Optional Sections

1. Data Privacy Compliance: Specific obligations regarding personal information under PIPEDA and provincial privacy laws

2. Intellectual Property Rights: Provisions addressing ownership and protection of IP created during the consulting relationship

3. Non-Competition: Restrictions on competitive activities during and after the consulting relationship

4. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers

5. Security Requirements: Specific security measures required for protecting confidential information

6. Dispute Resolution: Alternative dispute resolution procedures such as mediation or arbitration

7. Insurance Requirements: Professional liability and other insurance requirements for the consultant

8. Assignment and Subcontracting: Rights and restrictions regarding transfer of obligations or use of subcontractors

Suggested Schedules

1. Schedule A - Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule B - Consulting Services: Description of consulting services to be provided

3. Schedule C - Authorized Representatives: List of individuals authorized to receive or handle confidential information

4. Schedule D - Security Protocols: Specific security measures and protocols for handling confidential information

5. Schedule E - Pre-existing IP: List of consultant's pre-existing intellectual property excluded from the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































Clauses


























Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Professional Services

Energy

Telecommunications

Real Estate

Retail

Education

Construction

Biotechnology

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Procurement

Human Resources

Information Technology

Finance

Operations

Compliance

Risk Management

Research and Development

Business Development

Project Management Office

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Procurement Manager

Human Resources Director

Project Manager

Contract Administrator

Risk Manager

Chief Technology Officer

Chief Financial Officer

Operations Director

Business Development Manager

Department Head

Hiring Manager

Compliance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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