Alabama supplier nda template

Alabama Supplier Non-Disclosure Agreement

This Alabama Supplier Non-Disclosure Agreement (this "Agreement") is made and entered into as of this [Date], by and between:

• [Client Company Name], a [State] [Company Type] with its principal place of business at [Client Company Address], and its primary business location in Alabama at [Alabama Business Location], ("Receiving Party")
• [Supplier Name], a [State] [Company Type] with its principal place of business at [Supplier Address], and its primary business location in Alabama at [Alabama Business Location], ("Disclosing Party").

The Receiving Party and the Disclosing Party are sometimes individually referred to herein as a "Party" and collectively as the "Parties".

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by the Receiving Party to the Disclosing Party, whether orally, in writing, electronically, visually, or physically, 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. Confidential Information includes, but is not limited to:

• product specifications
• manufacturing methods
• processes
• quality control procedures
• pricing structures
• supply chain and logistics data
• proprietary formulas
• technological know-how
• material sourcing
• strategic business plans
• customer and client lists
• purchase records
• order history
• technical drawings

2. Exclusions from Confidentiality

The obligations under this Agreement shall not apply to any information that:

• Is or becomes generally available to the public other than as a result of a disclosure by the Disclosing Party or its Representatives in violation of this Agreement.
• Was already in the Disclosing Party's possession prior to its disclosure by the Receiving Party.
• Is lawfully disclosed to the Disclosing Party by a third party not bound by a duty of confidentiality.
• Is required to be disclosed pursuant to any applicable law, regulation, or court order, provided that the Disclosing Party:
  • Option A: gives the Receiving Party reasonable advance written notice of such required disclosure
  • Option B: and cooperates with the Receiving Party, at the Receiving Party's expense, to obtain a protective order or other appropriate relief.

3. Use of Confidential Information

The Disclosing Party agrees to use the Confidential Information solely for the purpose of [Purpose of Disclosure, e.g., fulfilling purchase orders, providing specified services].

• Option A: The Disclosing Party shall not use the Confidential Information for its own commercial advantage.
• Option B: The Disclosing Party shall not disclose Confidential Information to any third party, including competitors of the Receiving Party.

4. Security Measures

The Disclosing Party shall implement and maintain commercially reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to:

• Safeguarding electronic records per Alabama’s data breach notification law (Ala. Code § 8-38-1 et seq.).
• Restricting access to the Confidential Information to those employees or agents who have a need to know such information for the Permitted Use.
• Maintaining physical, technical, and organizational measures that meet or exceed industry standards.

5. Term of Confidentiality

The obligations of confidentiality under this Agreement shall:

• Option A: continue during the term of the supply agreement between the parties.
• Option B: continue for a period of [Number] years after the termination of the supply agreement between the parties.
• Option C: continue indefinitely with respect to Confidential Information that constitutes a trade secret under the Alabama Trade Secrets Act (Ala. Code § 8-27-1 et seq.).

6. Return of Confidential Information

Upon the Receiving Party's written request, or upon termination or expiration of this Agreement, the Disclosing Party shall:

• Promptly return to the Receiving Party all tangible embodiments of the Confidential Information, including all copies and extracts thereof.
• Option A: Destroy all tangible embodiments of the Confidential Information and certify in writing to the Receiving Party that such destruction has been completed.
• Option B: Retain one copy of the Confidential Information for archival purposes only, subject to the terms of this Agreement.

7. Notice of Unauthorized Disclosure

The Disclosing Party shall immediately notify the Receiving Party in writing of any unauthorized use or disclosure of the Confidential Information.

• Option A: The Disclosing Party shall cooperate with the Receiving Party in any investigation or legal action to prevent further unauthorized use or disclosure.
• Option B: If protected personal information about Alabama residents is involved, the Disclosing Party shall comply with all applicable notification requirements under Alabama law.

8. Remedies for Breach

The Parties agree that any breach of this Agreement would cause irreparable harm to the Receiving Party for which monetary damages would be inadequate. Therefore, in the event of a breach or threatened breach of this Agreement, the Receiving Party shall be entitled to:

• Injunctive relief.
• Recovery of all direct and consequential damages.
• Recovery of attorneys' fees and costs.
• Option A: Liquidated damages in the amount of [Dollar Amount].

9. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles. The exclusive venue for any action or proceeding arising out of or relating to this Agreement shall be in [County Name] County, Alabama.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the Parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the Parties shall attempt to resolve the dispute through mediation in [City, Alabama] using a mediator agreed upon by the parties.
• Option A: If mediation fails, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
• Option B: If mediation fails, either party may bring an action in a court of competent jurisdiction.

11. Representations and Warranties

The Disclosing Party represents and warrants to the Receiving Party that:

• It has the full right, power, and authority to enter into this Agreement.
• Its employees and agents will comply with the terms of this Agreement.
• Entering into and performing this Agreement will not violate any other agreement to which the Disclosing Party is a party.

12. No License

Nothing in this Agreement shall be construed as granting the Disclosing Party any license or other right to use the Confidential Information for any purpose other than as expressly permitted in this Agreement.

13. Assignment

This Agreement may not be assigned by the Disclosing Party without the prior written consent of the Receiving Party.

• Option A: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
• Option B: Any attempted assignment in violation of this Section shall be null and void.

14. Legally Compelled Disclosure

If the Disclosing Party is required to disclose Confidential Information pursuant to a subpoena or other legal process, the Disclosing Party shall:

• Provide the Receiving Party with prompt written notice of such requirement so that the Receiving Party may seek a protective order or other appropriate relief.
• Disclose only the minimum amount of Confidential Information necessary to comply with the legal requirement.

15. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

16. Amendment

This Agreement may be amended only by a writing signed by both Parties.

17. Compliance with Alabama Law

The parties agree to comply with all applicable Alabama laws and regulations in connection with this Agreement.

• Option A: The Disclosing Party acknowledges its obligations under Alabama’s Uniform Trade Secrets Act (Ala. Code § 8-27-1 et seq.) and data breach notification statutes (Ala. Code § 8-38-1 et seq.).
• Option B: The Disclosing Party shall comply with any applicable Alabama industry regulations for the covered products or services.

18. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

19. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

20. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when:

• Delivered personally.
• Sent by certified mail, return receipt requested.
• Sent by overnight courier, to the addresses set forth above.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[Client Company Name]

By: [Name]

Title: [Title]

[Supplier Name]

By: [Name]

Title: [Title]