Arkansas supplier nda template

Arkansas Supplier Non-Disclosure Agreement

This Arkansas Supplier Non-Disclosure Agreement (this “Agreement”) is made and effective as of [Date of Signing],

BETWEEN:

[Supplier Legal Name], a [State of Incorporation/Organization] [Entity Type] with its principal place of business at [Supplier Address], hereinafter referred to as “Supplier”,

AND

[Recipient Legal Name], a [State of Incorporation/Organization] [Entity Type] with its principal place of business at [Recipient Address], hereinafter referred to as “Recipient”.

WHEREAS, Supplier possesses certain Confidential Information (as defined below) relating to its business; and

WHEREAS, Supplier desires to disclose certain of its Confidential Information to Recipient for the purpose of evaluating or engaging in a supply relationship; and

WHEREAS, Recipient is willing to receive such Confidential Information from Supplier and to treat it as confidential in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information.

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

• Technical specifications
• Pricing structures
• Supplier’s proprietary materials
• Manufacturing processes
• Supply chain data
• Inventory systems
• Sourcing arrangements
• Unique product designs
• Trade secrets
• Business strategies
• Customer or client lists provided by the Supplier
• Market intelligence
• Business agreements
• Purchase orders
• Any written, electronic, oral, or visual communication identified as confidential.

2. Exclusions from Confidential Information.

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

• is or becomes publicly available through no fault of the Recipient;
• was already rightfully known to the Recipient prior to disclosure by the Supplier;
• is independently developed by the Recipient without use of or reference to the disclosed Confidential Information;
• is lawfully provided to the Recipient by a third party with no confidentiality obligation;
• is required to be disclosed by Arkansas law or court order, provided that the Recipient gives prompt notice to the Supplier and cooperates reasonably with the Supplier to seek a protective order or other appropriate remedy.

3. Use and Disclosure Restrictions.

Recipient agrees to use the Confidential Information solely for the purpose of evaluating or engaging in a supply relationship with the Supplier. Recipient shall not:

• use the Confidential Information for any other business, commercial, or personal purpose.
• disclose, share, sell, transfer, or otherwise make available the Confidential Information to any third party, except to its employees, agents, subcontractors, or affiliates who:
  • have a need to know the Confidential Information for the Permitted Purpose; and
  • are bound by written confidentiality obligations at least as strict as those contained in this Agreement.

4. Information Protection Obligations.

Recipient agrees to protect the Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. Such measures shall comply with Arkansas trade secrets statutes and applicable federal regulations, and include, but are not limited to:

• access controls
• digital encryption standards
• secure storage
• limited distribution
• responsible handling of physical and electronic data.

5. Internal Access Policy.

Access to the Confidential Information shall be limited to those employees, agents, or representatives of Recipient who have a need to know such information for the Permitted Purpose. Recipient shall ensure that all such individuals are aware of and comply with the confidentiality obligations contained in this Agreement.

6. Term and Termination.

This Agreement shall commence on the Effective Date and shall continue in effect for the term of the supply relationship, and for a period of [Number] years thereafter. The confidentiality obligations under this Agreement shall survive termination of the supply relationship.

• Option A: Indefinite protection for trade secrets, as provided under the Arkansas Uniform Trade Secrets Act.
• Option B: The Supplier may terminate this agreement by providing [Number] days written notice to the recipient.

7. Return of Confidential Information.

Upon Supplier’s written request or upon termination of this Agreement, Recipient shall promptly return to Supplier or, at Supplier’s option, verifiably destroy all tangible and intangible Confidential Information, including all documents, samples, digital media, copies, and notes, in Recipient’s possession or control. Recipient shall provide Supplier with a certificate of destruction or return upon request.

8. Notice of Unauthorized Disclosure.

Recipient shall immediately notify Supplier in writing of any suspected or actual unauthorized disclosure, misuse, or loss of Confidential Information. Recipient shall cooperate fully with Supplier in any investigation, mitigation efforts, or remedial actions related to such disclosure, misuse, or loss.

9. Remedies for Breach.

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Supplier for which monetary damages may be inadequate. Accordingly, Supplier shall be entitled to:

• injunctive relief to prevent or restrain any further breach of this Agreement.
• recoverable damages, including actual, consequential, and punitive damages if available under Arkansas law.
• reimbursement of legal fees and costs incurred in enforcing this Agreement.
• Option A: Arbitration in Arkansas
• Option B: Litigation in Arkansas

10. Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Arkansas.

11. Warranty and Disclaimer.

Supplier warrants that it owns or controls the Confidential Information and has the right to disclose it to Recipient. Supplier makes no other warranties, express or implied, with respect to the Confidential Information. This Agreement does not grant Recipient any ownership, license, or other intellectual property right in or to the Confidential Information, except for the limited right to use it for the Permitted Purpose.

12. Compliance with Laws.

Recipient shall comply with all applicable Arkansas and federal laws and regulations, including, but not limited to, sector-specific data protection obligations (e.g., HIPAA, financial data regulations) and the Arkansas Deceptive Trade Practices Act.

13. Permitted Disclosures.

Recipient may disclose Confidential Information to its auditors, regulators, or legal counsel to the extent required by Arkansas law, provided that such individuals are bound by confidentiality obligations at least as strict as those contained in this Agreement.

14. Jointly Developed Information.

Any jointly developed information, improvements, or feedback shared during the supply relationship shall be owned as follows:

• Option A: Joint Ownership
• Option B: Supplier Ownership
• Option C: Case-by-case agreement

15. Entire Agreement; Severability; Amendment.

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. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

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

[Supplier Legal Name]

By: [Supplier Authorized Signatory Name]

Title: [Supplier Authorized Signatory Title]

Date: [Date]

[Recipient Legal Name]

By: [Recipient Authorized Signatory Name]

Title: [Recipient Authorized Signatory Title]

Date: [Date]