Independent Contractor Agreement (Page 2 of 5) in pdf

Contractor agrees that [he or she] will not disclose any of the aforesaid, directly or

indirectly, or use any of them in any manner, either during the term of this Agreement

or at any time thereafter, except as required in the course of this engagement with

the College. All files, records, documents, blueprints, specifications, information,

letters, notes, media lists, creative works, notebooks, and similar items relating to the

business of the College, whether prepared by the Contractor or otherwise coming

into [his or her] possession, shall remain the exclusive property of the College. The

Contractor shall not retain any copies of the foregoing without the College’s prior

written permission. Upon the expiration or earlier termination of this Agreement, or

whenever requested by the College, the Contractor shall immediately deliver to the

College all such files, records, documents, specifications, information, and other

items in [his or her] possession or under [his or her] control. The Contractor further

agrees that [he or she] will not disclose [his or her] retention as an independent

contractor or the terms of this Agreement to any person without the prior written

consent of the College and shall at all times preserve the confidential nature of [his

or her] relationship to the College and of the services hereunder.

7. Confidential Information. Contractor shall treat as confidential all non-public

information disclosed by the College in connection with this Agreement, including but

not limited to written or oral communications, education records (as defined under

the Family Educational Rights and Privacy Act of 1974 (FERPA), personal data,

plans, specifications, and other data (collectively, “Confidential Information”). The

terms and conditions of this Agreement shall also be deemed Confidential

Information. Contractor shall not disclose Confidential Information to any third party

except as the College authorizes, and shall only disclose it to those within

Contractor’s organization who need to use it in performance of the Agreement. Upon

completion or termination of this Agreement, Contractor shall return or destroy all

such Confidential Information (except for this Agreement), or otherwise dispose of it

as College may approve. This provision is not intended to restrict Contractor’s right

to use or disclose information that is already known to the public or rightfully obtained

without restriction from other sources. Contractor shall defend, indemnify and hold

harmless Bloomfield College from and against any and all claims, demands,

damages, liabilities, expenses, losses of every nature and kind, including but not

limited to attorney’s fees and costs, sustained or alleged to have been sustained by

College as a result of any disclosure or use of any Confidential Information in

violation of this Agreement.

8. Conflicts of Interest; Non-hire Provision. The Contractor represents that [he or she]

is free to enter into this Agreement and that this engagement does not violate the

terms of any agreement between the Contractor and any third party. Further, the

Contractor, in rendering [his or her] duties shall not utilize any invention, discovery,

development, improvement, innovation, or trade secret in which [he or she] does not

have a proprietary interest. During the term of this agreement, the Contractor shall

devote as much of [his or her] productive time, energy and abilities to the

performance of [his or her] duties hereunder as is necessary to perform the required

duties in a timely and productive manner. The Contractor is expressly free to

perform services for other parties while performing services for the College. For a

period of six months following any termination, the Contractor shall not, directly or

indirectly hire, solicit, or encourage to leave the College’s employment, any

employee, consultant, or contractor of the College or hire any such employee,

consultant, or contractor who has left the College’s employment or contractual

engagement within one year of such employment or engagement.

Independent Contractor Agreement Page 2

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