NON-DISCLOSURE AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Non-Disclosure and Intellectual Property Assignment Agreement ("Agreement") is made effective as of ___________ ("Effective Date"), by and between:

[Your Startup Name, Inc.], a [State] corporation, with its principal place of business at [Address] ("Company"),

and

[Contractor Name], an independent contractor, with a principal place of business at [Address] ("Contractor").

1. Purpose. Contractor may receive access to Company’s confidential information for the purpose of providing services related to _______________ (the "Purpose").

2. Definition of Confidential Information. "Confidential Information" means any non-public information, technical data, or know-how disclosed by Company to Contractor, either directly or indirectly, in any form, including but not limited to: software code, algorithms, designs, patents, trade secrets, business plans, financial information, customer lists, product roadmaps, marketing strategies, and any information marked or identified as confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of Contractor; (b) was rightfully in Contractor's possession prior to disclosure; (c) is independently developed by Contractor without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

3. Obligations of Confidentiality. Contractor agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without Company's prior written consent; (c) use Confidential Information solely for the Purpose; and (d) take reasonable security precautions to protect the Confidential Information, at least as stringent as those taken to protect Contractor's own confidential information.

4. Term of Confidentiality. The obligations of confidentiality shall survive termination of any service relationship and continue for a period of five (5) years from the Effective Date, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

5. Intellectual Property Assignment. 5.1 Assignment of Work Product. Contractor hereby assigns, transfers, and conveys to Company, and its successors and assigns, all right, title, and interest worldwide in and to any and all inventions, works of authorship, mask works, designs, know-how, ideas, code, and information made, conceived, or reduced to practice, in whole or in part, by Contractor, solely or jointly with others, in connection with the services provided to Company (collectively, "Work Product"). 5.2 Pre-existing Materials. Any intellectual property owned by Contractor prior to the Effective Date or developed independently of this engagement ("Pre-existing Materials") is excluded from this assignment. Contractor shall list any Pre-existing Materials to be incorporated into the Work Product on Exhibit A. Contractor grants Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute such incorporated Pre-existing Materials as part of the Work Product. 5.3 Moral Rights & Further Assurances. To the extent allowed by law, Contractor waives any moral rights in the Work Product. Contractor agrees to execute any documents and provide reasonable assistance to secure Company's rights in the Work Product, both during and after the engagement.

6. Non-Compete Obligation. During the term of Contractor’s service and for a period of two (2) years thereafter, Contractor shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or participate in any business that is competitive with the Company. For purposes of this Agreement, a competitive business is defined as any entity developing or providing software or services substantially similar to the Company’s core product, which is currently described as [Briefly describe core product/service, e.g., "a SaaS platform for project management in the legal industry"].

7. Non-Solicitation. For a period of two (2) years post-engagement, Contractor shall not solicit, induce, or attempt to induce any employee, consultant, or customer of the Company to terminate their relationship with the Company.

8. Return of Materials. Upon Company's request or upon termination of the engagement, Contractor shall promptly deliver to Company all documents and materials (in any medium) containing Confidential Information and all copies thereof. Contractor may retain one archival copy for legal compliance purposes only.

9. Independent Contractor Relationship. The parties intend that Contractor is an independent contractor. Nothing in this Agreement creates an employer-employee relationship. Contractor is responsible for all taxes, insurance, and benefits.

10. Injunctive Relief. The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages are inadequate. Therefore, Company shall be entitled to seek injunctive relief to enforce this Agreement, in addition to other remedies at law.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

12. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect.

13. Entire Agreement. This Agreement constitutes the entire understanding between the parties concerning the subject matter and supersedes all prior discussions and agreements.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

COMPANY: [Your Startup Name, Inc.]

By: ___________________________ Name: _________________________ Title: __________________________

CONTRACTOR:

By: ___________________________ Name: _________________________

EXHIBIT A Pre-existing Materials [List any pre-existing intellectual property, code, or tools that Contractor will incorporate into the Work Product. If none, state "None."]

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CRITICAL DISCLAIMER & NEXT STEPS

This is a legal template drafted for informational purposes only and does not constitute legal advice. The enforceability of certain provisions, especially the two-year non-compete, varies dramatically by jurisdiction. Some states (like California) largely prohibit non-competes for contractors, while others may require strict reasonableness in scope, duration, and geography.

Before using this document, you MUST:

1. Consult with a qualified attorney licensed in your state to review, modify, and finalize this agreement. An attorney can ensure it is enforceable and tailored to your specific business, location, and the contractor's role.
2. Clearly define the scope of the non-compete (Section 6) to increase the likelihood of enforceability. The example given is a starting point and likely needs refinement.
3. Provide separate consideration (e.g., payment, proprietary information, specialized training) for the post-termination non-compete, as required in many jurisdictions, beyond just the payment for services.
4. Ensure the contractor completes Exhibit A fully and accurately to avoid future disputes over ownership.

Using this template without legal counsel creates significant risk for your startup. Protecting your intellectual property is vital—invest in proper legal guidance from the outset.

IMPORTANT LEGAL DISCLAIMER: I am an artificial intelligence, not an attorney. This document is a draft template intended for informational and planning purposes only. It does not constitute legal advice or create an attorney-client relationship. Laws regarding independent contractors, intellectual property, and specifically non-compete agreements vary significantly by jurisdiction (e.g., non-competes are virtually unenforceable in California, Oklahoma, and North Dakota, and are heavily restricted in the EU and by recent FTC rulings in the US). You must have this document reviewed and finalized by a qualified attorney in your jurisdiction to ensure enforceability and compliance with local labor laws.

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Strategic Notes for the Startup Founder

Before using this draft, please consider the following critical points:

1. Non-Compete Enforceability: A two-year non-compete is often considered unreasonable by courts, particularly in the software industry where skills are specialized. Many courts will strike this down entirely or "blue pencil" it (reduce the time) to 6 months. If your contractor is in California, this clause is void.
2. Contractor vs. Employee: Misclassifying an employee as a contractor is a major legal risk. Ensure you do not control how they work (hours, methods), only the result.
3. IP Ownership: The "Work Made for Hire" doctrine does not apply to all types of work. The backup "Assignment" clause is vital to ensure you own the code.

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INDEPENDENT CONTRACTOR SERVICES AGREEMENT

This Independent Contractor Services Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date"), by and between:

[Company Name], a [State/Country] [Entity Type, e.g., Delaware C-Corp], with its principal place of business at [Address] (the "Company"),

AND

[Contractor Name], an individual/entity with an address at [Address] (the "Contractor").

The Company and the Contractor may be referred to individually as a "Party" or collectively as the "Parties."

1. Engagement and Services

The Company hereby engages the Contractor, and the Contractor hereby accepts engagement, to perform the services described in Exhibit A (the "Services"). The Contractor agrees to perform the Services in a professional manner and to the best of their ability.

2. Independent Contractor Relationship

The Contractor is an independent contractor, not an employee of the Company. The Contractor shall have sole control over the manner, means, and methods by which the Services are performed. The Contractor is responsible for all taxes, withholdings, and insurance requirements applicable to the compensation paid under this Agreement. The Contractor is not entitled to any employee benefits.

3. Confidentiality (Non-Disclosure)

3.1 Definition. "Confidential Information" means any non-public information disclosed by the Company to the Contractor, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, source code, object code, algorithms, API keys, customer lists, business plans, and financial data. 3.2 Exclusions. Confidential Information does not include information that: (a) is publicly known; (b) is known to the Contractor prior to disclosure; (c) is independently developed by the Contractor without use of the Company's Confidential Information; or (d) is required to be disclosed by law. 3.3 Obligations. The Contractor agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely for the purpose of performing the Services. 3.4 Return of Materials. Upon termination of this Agreement or request by the Company, the Contractor shall immediately return or destroy all copies of Confidential Information.

4. Intellectual Property Ownership

4.1 Work Made for Hire. To the fullest extent permitted by law, all deliverables, work product, code, designs, and materials created by the Contractor in connection with the Services (collectively, the "Work Product") shall be considered "Work Made for Hire" and the sole property of the Company. 4.2 Assignment. If for any reason the Work Product is not deemed "Work Made for Hire," the Contractor hereby irrevocably assigns to the Company all right, title, and interest worldwide in and to the Work Product, including all patents, copyrights, trade secrets, and trademarks. 4.3 Moral Rights. The Contractor waives any "moral rights" or similar rights they may have in the Work Product, including the right to be identified as the author. 4.4 Pre-Existing IP. The Contractor retains ownership of any pre-existing intellectual property or tools used to create the Work Product ("Background IP"). The Contractor grants the Company a perpetual, non-exclusive, royalty-free license to use any Background IP incorporated into the Work Product.

5. Non-Competition

5.1 Restriction. During the term of this Agreement and for a period of twenty-four (24) months following the termination of this Agreement, the Contractor agrees not to directly or indirectly engage in, consult for, or assist any business that develops or sells software products that directly compete with the Company's core product, [Describe Core Product]. 5.2 Scope. This restriction applies within [Geographic Area, e.g., the United States / North America / Worldwide]. (Note: Ensure this geographic scope is reasonable for your specific market to avoid unenforceability.)

6. Non-Solicitation

During the term of this Agreement and for twelve (12) months following termination, the Contractor agrees not to: (a) solicit or hire any employee or contractor of the Company; or (b) solicit or attempt to divert any customer or client of the Company for whom the Contractor performed Services.

7. Compensation and Payment

The Company shall pay the Contractor as set forth in Exhibit A. The Contractor shall submit invoices [Weekly/Monthly]. Payment terms are [Net 15/Net 30] days from receipt of a valid invoice.

8. Term and Termination

8.1 Term. This Agreement shall commence on the Effective Date and continue until the Services are completed or until terminated by either Party. 8.2 Termination for Convenience. Either Party may terminate this Agreement at any time with [Number, e.g., 14] days' written notice. 8.3 Termination for Cause. The Company may terminate this Agreement immediately if the Contractor breaches any material term of this Agreement.

9. General Provisions

9.1 Governing Law. This Agreement shall be governed by the laws of the State of [State], without regard to its conflict of laws principles. 9.2 Severability. If any provision of this Agreement (including the Non-Compete) is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. If a restriction is too broad, it shall be modified to the maximum extent permitted by law. 9.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior understandings. 9.4 Amendments. Any amendments must be in writing and signed by both Parties. 9.5 Injunctive Relief. The Contractor acknowledges that breach of the Confidentiality, IP, or Non-Compete clauses may cause irreparable harm, and the Company shall be entitled to seek injunctive relief in addition to other remedies.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Company Name] Signature: __________________________ Name: _____________________________ Title: ______________________________

[Contractor Name] Signature: __________________________ Name: _____________________________ SSN/TIN (Optional for record): _________

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Exhibit A: Statement of Work (SOW)

1. Description of Services:
   • [Detailed description of software development tasks]
   • [Milestones and Deliverables]
2. Compensation Rate:
   • $[Amount] per [Hour/Week/Milestone]
3. Timeline:
   • Start Date: [Date]
   • Estimated Completion: [Date]

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Next Steps for the Founder

1. Fill in the Brackets: Complete all [ ] sections accurately.
2. Define "Competitor": In Section 5.1, be specific about what constitutes a competing product. Vague definitions are often struck down by courts.
3. Legal Review: Crucial. Take this to a lawyer. Specifically ask them: "Is a 2-year non-compete enforceable for a contractor in my state and the contractor's state?"
4. Signatures: Ensure both parties sign and date the document before work begins. If work begins before signing, you risk losing IP rights.