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Avant Assurance, Inc. 

NDA/Independent Contractor v.1

INDEPENDENT CONTRACTOR NON-DISCLOSURE AGREEMENT

BETWEEN

AVANT ASSURANCE, INC. (“CLIENT”)

AND

("INDEPENDENT CONTRACTOR”)

Effective Date of Agreement: _________, 2022

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this

"Agreement") is made and entered into as of the Effective Date of Agreement set forth above

by and between Client and Independent Contractor.

WITNESSETH:

WHEREAS, the parties hereto desire to have discussions related to, and may enter into, one or 

more business transactions (the "Subject Matter");

WHEREAS it is contemplated that such discussions and any business transactions entered into

in connection therewith will require the disclosure by Client to Independent Contractor of

Confidential Information (as hereinafter defined):

WHEREAS, both parties recognize the value of the Confidential Information and that it is in

their mutual best interests to maintain the confidential, proprietary and secret nature of the

Confidential Information.

NOW, THEREFORE, for and in consideration of the above premises, and in further

consideration of the mutual covenants and promises contained herein and other good 

andvaluable consideration, the receipt, adequacy and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

1. CONFIDENTIAL INFORMATION. Confidential Information shall include, but not be

limited to,

documents, customer lists, marketing and budget plans and forecasts, insurance products and 

pricing, records, information and data {whether verbal, electronic or written), drawings,

models, apparatus, sketches, designs, schedules, product plans, technical procedures,

manufacturing processes, analyses, compilations, studies, software, prototypes, samples,

formulas, methodologies, formulations, patent applications, know-how, experimental results,

specifications and other business information, relating to Client's business, assets, operations 

or contracts, furnished to Independent Contractor and/or Independent Contractor's affiliates, 

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employees, officers, owners, agents, consultants or representatives, in the course of their work 

contemplated in this Agreement, regardless of whether such Confidential Information has 

been expressly designated as confidential or proprietary. Confidential Information also

includes any and all analyses, compilations, work product, studies, and other materials 

preparedby or in the possession or control of the Independent Contractor, which contain, 

include, refer toor otherwise reflect or are generated from any Confidential Information. 

Confidential Information may be provided in written, oral, electronic or other form.

2. FORM OF DISCLOSURE. Confidential Information may be oral, visual, or by 

demonstration,or in some other form not permanently recorded, and shall be considered 

Confidential Information regardless of whether such Confidential Information has been 

expressly designatedas confidential or proprietary.

3. PERIOD OF CONFIDENTIALITY AND NON-USE. Independent Contractor 

(including its affiliates, employees, agents and consultants) shall maintain in strict confidence 

for a period of 5 years from the Effective Date and not disclose any Confidential Information 

it receives from Client to any third party or use the Confidential Information for its own or 

any other party's benefit, except in furtherance of its obligations to Client pursuant to any 

business transaction it may enter into with Client. Independent Contractor shall use, as a 

minimum, the same degree ofcare to avoid disclosure or use of the Confidential Information 

as it employs with respect to its own confidential, proprietary and secret information of like 

importance, but in any case, using noless than a reasonable degree of care. Independent

Contractor shall limit access to all Confidential Information to only those of Independent 

Contractor 's personnel, agents and representatives who "need to know" such information for

carrying out Independent Contractor's obligations to Client pursuant to any business 

transaction it may enter into with Client and the Confidential Information will be used only

for carrying out Independent Contractor's obligations to Client pursuant to any business 

transaction it may enter into with Client. Independent Contractor shall ensure that its affiliates,

employees, officers, directors, owners, agents, consultants, and representatives who are given 

access to the Confidential Information by or on behalf of Independent Contractor shall be 

bound by and shall comply with the terms of this Agreement.

4. EXCLUSIONS. Information shall not be deemed Confidential Information, and 

IndependentContractor shall have no obligation of confidentiality or restriction against use 

with respect to any information which:

4.1. was known, in the possession of and documented by Independent Contractor

through no wrongful act of the Independent Contractor prior to Client's disclosure of 

suchinformation; or

4.2. is or becomes publicly known through no wrongful act of Independent

Contractorand/or through no breach of any obligation to Client; or

4.3. is rightfully received from a third party who is not subject to restrictions on the 

useand disclosure of such information in favor of Client; or

4.4. is approved for release by written authorization from Client; provided that, unless

notice of said prior knowledge and possession or receipt from a third party is given to

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Client within thirty (30) days of receipt of the information from Client or from a third

party,respectively, it shall be conclusively presumed that the said information was not

previously in the Independent Contractor ·s knowledge and possession or received from

a third party.

5. DISCLOSURES REQUIRED BY LAW. In the event Independent Contractor is requested

or required by a government or court order, or similar process, to disclose any Confidential

Information supplied to it by Client, Independent Contractor shall provide Client with 

prompt notice of such request so that Client may seek an appropriate protective order and/or 

waive Independent Contractor's compliance with the provisions of this Agreement.

6.INDEMNIFICATION. Independent Contractor shall reimburse, indemnify and hold 

harmless Client and its affiliates, owners, employees, officers, directors, agents and 

representatives from any damage, loss, penalty, cost or expense incurred by Client as a result 

of or in connection with the use or disclosure of the Confidential Information contrary to the

terms of this Agreementby Independent Contractor or its affiliates, employees, directors, 

officers, owners, consultants, agents or representatives or any others to whom such Confidential

Information has been disclosed by any such persons or entities. The term "affiliates" as used 

in this Agreement shall mean any persons, corporations, partnerships, limited liability 

companies, or other business entities which directly or indirectly control, are controlled by, 

or are in common control with such party to this Agreement. As used herein, the term "control" 

shall mean possession, directly or indirectly, of power to direct or cause the direction of 

management or policies (whether through ownership of securities, by contract or otherwise).

7. NO PUBLIC COMMENT. Independent Contractor shall not directly or indirectly make 

any public comment, statement or communication with respect to, or otherwise disclose or 

permit the disclosure to any third party of any Confidential Information or of any matter

relating to theSubject Matter or purpose or any transactions contemplated by the parties in 

connection therewith, without the prior written consent of Client.

8. NOTICE OF UNAUTHORIZED USE OR DISCLOSURE. Independent Contractor shall 

notify Client immediately upon discovery of any unauthorized use or disclosure of 

Confidential Information or any other breach of this Agreement by Independent Contractor

or any third partyand will cooperate with Client in every reasonable way to help regain 

possession of the Confidential Information and prevent its further unauthorized use or

disclosure.

9. OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION. All

Confidential Information disclosed to Independent Contractor shall be and remain the property

of Client. Upon Client's written request, Independent Contractor shall promptly return all 

Confidential Information (including all originals, copies, reproductions and summaries of

such Confidential Information), or certify its destruction in writing, and keep the same 

confidential and secret inaccordance with this Agreement.

10. NO LICENSE. Nothing contained in this Agreement shall be construed as granting or

conferring to Independent Contractor any rights or license or otherwise, either expressly or 

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by implication, in or to any Confidential Information disclosed by Client to Independent 

Contractor as a result of this Agreement, including, without limitation, rights or license under 

any present orfuture patent, patent application, copyright, trademark, service mark, trade 

secret or other proprietary information owned, licensed or controlled by Client.

11.SURVIVAL. Independent Contractor's obligations of non-disclosure pursuant to the 

terms ofthis Agreement shall survive until all Confidential Information has been returned to 

Client or thedestruction thereof has been certified to Client in writing.

12. RELATIONSHIP. This Agreement shall not be construed as a joint venture, pooling

arrangement, partnership, teaming effort or agency arrangement but each party hereto shall 

beconsidered as an independent contractor, in accordance with Title 17, United States Code,

Sections 101 and 201(b), and shall be responsible for its own expenses and financial

obligations incurred in the performance of this Agreement. Furthermore, this Agreement does

not express any ownership by the Independent Contractor in the Confidential Information or

the final service or product that is created after the use of said information. All ownership 

interests, if any, are to be stated in a separate agreement.

13. NO WAIVER. Neither party waives any rights in invention or development lawfully

possessed by it at the time of signing this Agreement. In addition, this Agreement does not

imply any waiver of any rights or action under the patent, trademark, copyright, trade secret,

unfair competition, fair trade or related laws. Failure to enforce any provision of this

Agreementshall not constitute a waiver of any term hereof.

14. BINDING AGREEMENT. This Agreement shall be binding upon Independent

Contractor and its subsidiaries, successors, assigns, legal representatives, and all corporations 

controlling Independent Contractor or controlled by Independent Contractor and shall inure 

to the benefit ofClient and its subsidiaries, successors, assigns, legal representatives, and all 

corporations controlling Client or controlled by Client.

15.INJUNCTIVE RELIEF. Independent Contractor understands and agrees that any use

or dissemination of Confidential Information in violation of this Agreement will cause 

Client irreparable harm, and that monetary damages may not be a sufficient remedy for

unauthorizeduse or disclosure of Confidential Information, and that Client may be left with 

no adequate remedy at law; therefore, Client shall be entitled, without waiving any other

rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court 

of competent jurisdiction. Such remedies shall not be deemed to be the exclusive remedy 

for any breach of this Agreement but shall be in addition to all other remedies available at

law or in equity.

16. PREVAILING PARTY. If either party employs attorneys to enforce any rights arising

out ofor relating to this Agreement, the prevailing party shall be entitled to recover any and 

all reasonable attorneys' fees including appellate fees and “fees on fees,” costs and

expenses. 

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Avant Assurance, Inc. 

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17. GOVERNING LAW. This Agreement shall be governed by and construed in 

accordance with the laws of the State of Florida without regard to principles of conflict or 

choice of laws,and Independent Contractor consents to venue and jurisdiction in and by the 

state and federal courts in the jurisdiction of Miami-Dade County, Florida.

18. ASSIGNMENT. This Agreement may not be assigned by Independent Contractor

without the prior written consent of Client.

19. ENTIRE AGREEMENT. This Agreement contains the entire understanding between 

the parties relative to the protection of Confidential Information and supersedes all prior 

and collateral communications, reports and understanding between the parties in respect

thereto. No change, modification, alteration or addition to any provision shall be binding 

unless it is inwriting and signed by an authorized representative of both parties.

20. SEVERABILITY. If a court of competent jurisdiction makes a final determination 

that any provision of this Agreement (or any portion thereof) is invalid, illegal or 

unenforceable for anyreason whatsoever, and all rights to appeal the determination have 

been exhausted or the period of time during which any appeal of the determination may be 

perfected has been exhausted, (i) the validity, legality and enforceability of the remaining 

provisions of this Agreement shall not in any way be affected or impaired thereby; and (ii) 

to the fullest extent possible, the provisions of this Agreement shall be construed so as to

give effect to the intentmanifested by the provisions held invalid, illegal or unenforceable.

21. HEADINGS. The headings in this Agreement are for reference purposes only and shall

notlimit or otherwise affect the meaning of the provisions.

22. COUNTERPARTS. This Agreement may be executed in one or more counterparts 

includingsigning a facsimile copy. Each counterpart shall be deemed an original and all 

counterparts together shall constitute one and the same instrument.

[ INTENTIONALLY LEFT BLANK , SIGNATURE PAGE FOLLOWS]

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Avant Assurance, Inc. 

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized 

representativesto execute this Agreement as of the date first written above.

INDEPENDENT CONTRACTOR:

Independent Contractor's Signature: _____________________________

Date: ______________

Print Name: ____________________________________

Company: __________________________________________

Title: ________________________________________

AVANT ASSURANCE, INC.:

Company Signature: _____________________________

Date: ______________

Print Name: ____________________________________

Title: ________________________________________

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