California supplier nda template

California Supplier Non-Disclosure Agreement

This California Supplier Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Effective Date],

BETWEEN:

[Disclosing Party Legal Name], a [Entity Type, e.g., Corporation] with its principal place of business at [Disclosing Party Business Address] (“Disclosing Party”), represented by [Disclosing Party Authorized Representative Name], its [Disclosing Party Authorized Representative Title],

AND

[Receiving Party Legal Name], a [Entity Type, e.g., LLC] with its principal place of business at [Receiving Party Business Address] (“Receiving Party”), represented by [Receiving Party Authorized Representative Name], its [Receiving Party Authorized Representative Title].

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

WHEREAS, Disclosing Party desires to disclose certain Confidential Information to Receiving Party for the limited purpose described herein; and

WHEREAS, Receiving Party is willing to receive such Confidential Information subject to the terms and conditions set forth in this Agreement.

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

1. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by Disclosing Party to Receiving Party, whether orally or in writing, electronically or otherwise, 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:

Option A: Supplier pricing, product specifications, supply chain data, logistics procedures, commercial terms, business methods, order volumes, inventory records, procurement strategies, proprietary manufacturing techniques, quality control protocols, audit findings, software code, supplier/customer lists, non-public reports, prototypes, business plans, and data derived from business operations.

Option B: All information marked as "Confidential" or with a similar designation by the Disclosing Party.

Option C: Oral disclosures, provided they are confirmed in writing as confidential by the Disclosing Party within [Number] days of the oral disclosure. For the purposes of trade secrets, Disclosing Party intends that any information falling under California Civil Code section 3426.1 be considered a trade secret.

2. Exclusions from Confidential Information

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

Option A: Is already known to the Receiving Party without any obligation of confidentiality prior to its disclosure by the Disclosing Party, as evidenced by Receiving Party's written records.

Option B: Is or becomes publicly available through no wrongful act or breach of this Agreement by the Receiving Party.

Option C: Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by Receiving Party's written records.

Option D: Is rightfully received by the Receiving Party from a third party without restriction and without breach of any obligation of confidentiality.

Option E: Is required to be disclosed pursuant to a subpoena, court order, or other legal process under California law, provided that the Receiving Party gives the Disclosing Party reasonable advance notice to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy.

3. Limited Purpose

The Receiving Party shall use the Confidential Information solely for the purpose of [Describe Limited Purpose, e.g., evaluating, performing, or managing the supplier-business relationship between the parties].

Option A: The Receiving Party shall not reverse engineer, decompile, or disassemble any Confidential Information.

Option B: The Receiving Party shall not use the Confidential Information for competitive analysis, or for any other purpose other than the Limited Purpose stated above.

Option C: The Receiving Party shall not use Confidential Information for any regulatory filings or submissions outside of those strictly necessary for the Limited Purpose, without the express written consent of the Disclosing Party.

4. Obligations of Receiving Party

The Receiving Party agrees to protect the confidentiality of the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

Option A: The Receiving Party shall maintain reasonable physical, administrative, and technological safeguards to protect the Confidential Information, in conformity with California’s data security and privacy standards.

Option B: The Receiving Party shall implement and maintain appropriate access controls to prevent unauthorized access to the Confidential Information.

Option C: All digital communications containing Confidential Information shall be encrypted using industry-standard encryption protocols.

Option D: Paper and electronic records containing Confidential Information shall be securely stored and managed to prevent unauthorized access or disclosure.

Option E: The Receiving Party shall establish and maintain secure destruction protocols for the Confidential Information when it is no longer needed for the Limited Purpose.

5. Limited Disclosure

The Receiving Party may disclose the Confidential Information only to its employees, agents, affiliates, or subcontractors who have a need to know the information for the Limited Purpose.

Option A: Prior to any disclosure, the Receiving Party shall require each such individual or entity to execute a written agreement containing confidentiality obligations substantially similar to those contained in this Agreement.

Option B: The Receiving Party shall provide regular training to its employees, agents, affiliates, and subcontractors regarding their obligations under this Agreement.

6. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years.

Option A: The obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of [Number] years.

Option B: With respect to trade secrets, as defined under California law, the obligations of confidentiality shall continue indefinitely, for as long as the information remains a trade secret.

7. Return of Confidential Information

Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies thereof, or, at the Disclosing Party’s option, certify in writing that all such Confidential Information has been securely destroyed.

Option A: The Disclosing Party shall have the right to conduct an audit of the Receiving Party’s facilities to verify compliance with this section.

8. Notice of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any threatened or actual unauthorized disclosure or use of the Confidential Information.

Option A: The Receiving Party shall cooperate with the Disclosing Party in any investigation or legal action taken to prevent or remedy such unauthorized disclosure or use.

Option B: In the event of a data breach involving Confidential Information, the Receiving Party shall comply with all applicable California laws regarding data breach notification.

9. Remedies

The Disclosing Party shall be entitled to all available legal and equitable remedies for any breach of this Agreement by the Receiving Party, including but not limited to:

Option A: Actual and consequential damages.

Option B: Injunctive relief, without the necessity of posting a bond, to prevent further disclosure or use of the Confidential Information.

Option C: Reimbursement of attorneys’ fees and costs incurred in enforcing this Agreement.

Option D: Liquidated damages in the amount of [Dollar Amount], it being agreed that the actual damages would be difficult to ascertain, and this amount is a reasonable estimate of the harm caused by a breach.

Option E: (If applicable, and legally sound under California law for the specific context) A cap on the Receiving Party’s total liability under this Agreement shall be limited to [Dollar Amount or describe the limit].

10. No License

Nothing in this Agreement shall be construed as granting to the Receiving Party any license or ownership rights in any Confidential Information or intellectual property of the Disclosing Party.

11. Compliance with Laws

Each party shall comply with all applicable California laws, rules, and regulations, including, but not limited to, the California Uniform Trade Secrets Act (CUTSA), the California Consumer Privacy Act (CCPA), and all applicable export control and economic sanctions regulations.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, County, California] in accordance with the rules of the American Arbitration Association.

Option B: Before resorting to litigation or arbitration, the parties agree to first attempt to resolve any dispute through good faith negotiation and mediation.

13. Severability

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

14. Entire Agreement and 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. This Agreement may be amended only by a written instrument signed by both parties.

15. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

16. No Partnership

Nothing in this Agreement shall be deemed to create a partnership, agency, or joint venture between the parties.

17. Prior Agreements

This Agreement supersedes any prior non-disclosure agreements between the parties relating to the Confidential Information. In the event of any conflict between this Agreement and any other agreement between the parties, the terms of this Agreement shall control with respect to the Confidential Information.

18. Arm’s Length Transaction

The parties acknowledge that they have each had the opportunity to review this Agreement with legal counsel and are entering into this Agreement freely and voluntarily. The parties agree that any ambiguities in this Agreement shall not be construed against either party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Disclosing Party Legal Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Authorized Representative Title]

[Receiving Party Legal Name]

By: [Receiving Party Authorized Representative Name]

Title: [Receiving Party Authorized Representative Title]