Alaska supplier nda template

Alaska Supplier Non-Disclosure Agreement

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

• [Supplier Legal Name], located at [Supplier Address], with contact information [Supplier Contact Information] (hereinafter referred to as "Supplier"),
• and
• [Client Legal Name], located at [Client Address], with contact information [Client Contact Information] (hereinafter referred to as "Client").

1. Definition of Confidential Information

Confidential Information means any information disclosed by Client to Supplier, whether orally, visually, or in writing or other tangible form, 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. It includes, but is not limited to:

• Product specifications
• Pricing and cost data
• Supply chain procedures
• Logistics details
• Inventory management records
• Procurement strategies
• Client and vendor lists
• Unpublished contracts
• Technical documents
• Proprietary materials
• Proposals
• Vendor-developed technology
• Manufacturing processes
• Test results
• Drawings
• Any shared data in verbal, written, graphic, electronic, or any other tangible form.

2. Exclusions from Confidentiality

The obligations under this Agreement will not apply to information that:

• Option A: Was already known to Supplier prior to its disclosure by Client, without any obligation of confidentiality.
• Option B: Is independently developed by Supplier without use of or reference to Client’s Confidential Information.
• Option C: Becomes publicly known through no wrongful act of Supplier.
• Option D: Is rightfully received by Supplier from a third party without restriction on use or disclosure.
• Option E: Is required to be disclosed pursuant to a final, non-appealable order of an Alaska court of competent jurisdiction or by operation of Alaska law, provided that Supplier promptly notifies Client of such requirement and cooperates with Client, at Client's expense, in seeking a protective order or other appropriate remedy.

3. Use and Disclosure Restrictions

Supplier agrees to:

• Option A: Use the Confidential Information solely for the purpose of performing specific services or fulfilling contractual obligations to Client as outlined in [Reference Contract or Project Description].
• Option B: Not disclose the Confidential Information to any third party without Client's prior written consent.
• Option C: Not use the Confidential Information for any other commercial, competitive, or personal purpose.
• Option D: Not reverse engineer, decompile, or disassemble any products, prototypes, or processes embodying Client's Confidential Information.
• Option E: Protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

4. Security and Protection

Supplier will maintain reasonable and appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure. These measures include:

• Requiring all employees and subcontractors with access to Confidential Information to execute confidentiality agreements with terms no less restrictive than those contained herein.
• Controlling access to physical and digital storage locations containing Confidential Information.
• Using secure methods for transferring Confidential Information, including encryption where appropriate.
• Complying with all applicable Alaska data protection and cybersecurity laws.

5. Term

The term of this Agreement will commence on the Effective Date and continue for:

• Option A: The duration of the supply relationship between Supplier and Client.
• Option B: [Number] years following the termination of the supply relationship.
• Option C: Indefinitely with respect to any Confidential Information that constitutes a trade secret under the Alaska Uniform Trade Secrets Act.

6. Return or Destruction of Confidential Information

Upon the termination of the supply relationship or at Client's written request, Supplier will:

• Option A: Promptly return to Client all tangible embodiments of the Confidential Information, including written documents, electronic files, samples, and prototypes.
• Option B: Or, at Client's option, destroy all tangible embodiments of the Confidential Information and certify such destruction in writing to Client.

7. Notice of Unauthorized Disclosure

Supplier will immediately notify Client in writing upon becoming aware of any unauthorized disclosure, suspected data breach, regulatory request, or loss of physical or digital materials containing Confidential Information. Supplier will cooperate with Client in mitigating any harm resulting from such disclosure.

8. Remedies for Breach

In the event of a breach of this Agreement by Supplier, Client will be entitled to:

• Actual damages
• Liquidated damages in the amount of [Dollar Amount or Formula] (if enforceable under Alaska law)
• Injunctive relief
• Reasonable legal fees and costs
• Termination of the supplier relationship

9. Dispute Resolution

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

• First, the parties will attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties will attempt to resolve the dispute through mediation administered by [Mediation Organization, e.g., the American Arbitration Association] in [City, Alaska].
• If mediation fails, the dispute will be resolved through binding arbitration in accordance with the rules of the [Arbitration Organization, e.g., the American Arbitration Association], or litigation in the state or federal courts seated in [City, Alaska].
• Alaska law, including the Alaska Uniform Trade Secrets Act, will govern the interpretation and enforcement of this Agreement.

10. Compliance with Laws

Supplier will comply with all applicable Alaska-specific rules, regulations, and industry standards pertaining to its field of operation, as well as all applicable federal, state, and local laws.

11. Authority

Each party represents and warrants that it has the full power and authority to enter into this Agreement.

12. No License

This Agreement does not grant Supplier any license or right to use any patents, copyrights, trademarks, designs, or other intellectual property of Client.

13. Amendments and Assignment

• Option A: This Agreement may be amended only by a written instrument signed by both parties.
• Option B: This Agreement may not be assigned by Supplier without the prior written consent of Client.

14. Non-Waiver

No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party.

15. Alaska Context

The parties acknowledge the unique operational contexts of Alaska and will cooperate in addressing any unforeseen issues related to remote operations, indigenous law intersections, or required government contracting disclosures.

16. Severability

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

17. 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.

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

[Supplier Legal Name]

By: [Supplier Authorized Representative Name]

Title: [Supplier Authorized Representative Title]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]