Arizona supplier nda template

Arizona Supplier Non-Disclosure Agreement

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

• [Disclosing Party Legal Name], a [Disclosing Party Business Entity Type] organized and existing under the laws of Arizona, with its principal place of business at [Disclosing Party Address], represented by [Disclosing Party Authorized Representative Name], hereinafter referred to as "Discloser,"

and

• [Supplier Legal Name], a [Supplier Business Entity Type] organized and existing under the laws of Arizona, with its principal place of business at [Supplier Address], Arizona Business Registration Number [Supplier Business Registration Number (If Applicable)], represented by [Supplier Authorized Representative Name], hereinafter referred to as "Supplier."

1. Definition of Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by Discloser to Supplier, whether orally, visually, in writing, electronically, or in any other form, including but not limited to: proprietary information, technical data, financial information, business plans, strategies, pricing, sourcing information, customer lists, supplier lists, logistics data, bid information, project information, product specifications, manufacturing methods, quality control data, reports, intellectual property (including patents and inventions), software, documentation, contract terms, and all related communications.
• Option B: “Confidential Information” shall include, without limitation, all information relating to Discloser's [Specific Area of Confidentiality, e.g., new product designs, marketing strategies], regardless of whether such information is specifically identified as confidential.

2. Exclusions from Confidential Information

• Confidential Information does not include information that:
  • was publicly known and made generally available in the public domain prior to the time of disclosure by Discloser;
  • was already in the possession of Supplier at the time of disclosure by Discloser, as shown by Supplier’s files and records;
  • is independently developed by Supplier without use of or reference to the Discloser’s Confidential Information; or
  • is required to be disclosed by law or regulation, provided that Supplier provides Discloser with prompt written notice of such requirement prior to disclosure to allow Discloser to seek a protective order or other appropriate remedy.

3. Permitted Use

• Option A: Supplier shall use the Confidential Information solely for the purpose of evaluating, negotiating, and performing the [Specific Supply Agreement/Project Description].
• Option B: Supplier shall not use the Confidential Information for any purpose other than that specifically authorized in writing by Discloser. Supplier shall not use Confidential Information for its own benefit or the benefit of any third party.

4. Protective Measures

• Supplier agrees to protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care. Supplier shall:
  • maintain secure technology systems to prevent unauthorized access;
  • limit access to the Confidential Information to those of its employees, agents, and subcontractors who have a need to know such information for the Purpose;
  • ensure that all personnel with access to the Confidential Information are bound by confidentiality obligations no less restrictive than those contained herein;
  • label all tangible embodiments of the Confidential Information with a "Confidential" or similar designation;
  • implement reasonable cybersecurity standards, including encryption of digital data;
  • maintain physical security for tangible materials containing Confidential Information; and
  • establish protocols for copying, emailing, or removing information from premises.

5. Return or Destruction of Confidential Information

• Option A: Upon Discloser’s written request, or upon termination of the [Supply Relationship/Project], Supplier shall promptly return to Discloser all Confidential Information and all copies thereof in its possession or control, or, at Discloser’s option, destroy such Confidential Information and provide Discloser with a written certification of destruction.
• Option B: Supplier shall return all Confidential Information within [Number] days of termination of the agreement or at the written request of the Discloser.

6. Notification of Unauthorized Disclosure

• Supplier shall promptly notify Discloser in writing upon becoming aware of any unauthorized access, use, or disclosure of the Confidential Information. Such notification shall include a detailed description of the incident, the steps taken to mitigate the damage, and any further actions Supplier proposes to take.

7. Term and Termination

• Option A: This Agreement shall commence on the Effective Date and shall continue for the duration of the [Supply Relationship/Project] and for a period of [Number] years thereafter.
• Option B: With respect to any Confidential Information that constitutes a trade secret under the Arizona Uniform Trade Secrets Act (A.R.S. §§ 44-401 to 44-407), the obligations of confidentiality hereunder shall continue for as long as such information remains a trade secret.

8. Employee, Affiliate, and Subcontractor Obligations

• Supplier shall ensure that all of its employees, affiliates, and subcontractors who have access to the Confidential Information are bound by written confidentiality agreements containing terms and conditions no less restrictive than those contained in this Agreement. Supplier shall provide Discloser with evidence of such compliance upon request.

9. Ownership

• Discloser retains all right, title, and interest in and to the Confidential Information. No license or conveyance of any intellectual property rights is granted or implied under this Agreement.

10. Remedies

• Option A: Supplier acknowledges that any breach of this Agreement would cause irreparable harm to Discloser for which monetary damages would be inadequate. In the event of a breach or threatened breach of this Agreement, Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity, including but not limited to compensatory damages and attorneys' fees, as allowed under Arizona law (A.R.S. § 12-341.01).
• Option B: In the event of a breach of this Agreement, the breaching party shall pay liquidated damages in the amount of [Dollar Amount]. This is in addition to any other legal or equitable remedies the non-breaching party may pursue.

11. 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 agree to submit the dispute to mediation in [City, Arizona].
  • If mediation fails, the parties agree to resolve the dispute through binding arbitration in [City, Arizona] in accordance with the rules of the American Arbitration Association.
  • Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles. The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County], Arizona.

12. Compliance with Laws

• Supplier shall comply with all applicable federal, state, and local laws and regulations, including but not limited to Arizona data privacy laws, intellectual property laws, and business conduct laws.

13. General Provisions

• No Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• 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.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.

14. 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, or sent by reputable overnight courier service to the addresses set forth above. Notices may also be sent via email with confirmation of receipt.

15. Representations and Warranties

• Supplier represents and warrants that it has the full right, power, and authority to enter into this Agreement and that its performance hereunder will not violate any other agreement to which it is a party.

16. Independent Contractor

• Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

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.

[Disclosing Party Legal Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Authorized Representative Title]

[Supplier Legal Name]

By: [Supplier Authorized Representative Name]

Title: [Supplier Authorized Representative Title]