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Contractor Non-Disclosure Agreement (NDA)

Purpose​

This Contractor Non-Disclosure Agreement ("Agreement") is entered into between Mavaro Systems LLC ("Company") and the independent contractor ("Contractor") to protect confidential and proprietary information disclosed during the contractor relationship.

Contractor Obligations​

Contractors agree to the following strict confidentiality requirements:

Information Protection​

  1. Not to disclose private information: All company information must be kept strictly confidential
  2. Not to reuse code or designs: No reuse of any software, code, designs, or methodologies
  3. Not to publish internal work: All work product remains confidential and proprietary
  4. Maintain security standards: Implement appropriate security measures to protect confidential information

Prohibited Activities​

  • Discussing company projects with unauthorized third parties
  • Using confidential information for personal gain
  • Soliciting company employees or contractors
  • Competing directly with company using confidential knowledge
  • Sharing access credentials or system information

Liquidated Damages​

Liquidated damage clauses apply to violations of this Agreement.

Damage Calculations​

  • Minor breach: $5,000 - $25,000 per violation
  • Major breach: $25,000 - $100,000 per violation
  • Severe breach: $100,000+ per violation
  • Injunctive relief: Additional remedies available

Factors Considered​

  • Severity and scope of the breach
  • Commercial value of the misappropriated information
  • Impact on company's competitive position
  • Whether breach was willful or negligent

Scope of Protected Information​

Confidential Information Includes​

  • Source code and software designs
  • Business plans and strategies
  • Customer information and data
  • Financial information and projections
  • Marketing strategies and campaigns
  • Employee information and methodologies
  • Product roadmaps and development plans
  • Trade secrets and proprietary processes

Exclusions​

  • Information that becomes publicly available
  • Information independently developed
  • Information already known to contractor
  • Information required to be disclosed by law

Duration and Survival​

Active Period​

  • During Contract: All obligations remain in effect
  • Post-Contract: Confidentiality obligations continue for 5 years
  • Trade Secrets: Permanent protection for trade secret information

Return Requirements​

  • All company materials must be returned upon contract termination
  • All copies, notes, and derivatives must be destroyed
  • Confirmation of destruction may be required

Immediate Enforcement​

  • Company may seek immediate injunctive relief
  • No requirement to prove irreparable harm for injunctive relief
  • Emergency injunctive relief available for urgent situations

Damage Recovery​

  • Actual damages, including lost profits
  • Attorney fees and court costs
  • Liquidated damages as specified above
  • Enhanced damages for willful violations

Termination​

Effect of Termination​

  • All obligations survive termination
  • Return of all confidential information required
  • Continued compliance with non-compete provisions
  • Post-termination use restrictions remain in effect

Document Classification: Internal Legal Template Legal Review Required: Yes Last Updated: November 26, 2025