Colorado supplier nda template

Colorado Supplier Non-Disclosure Agreement (NDA)

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

[Supplier Full Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Supplier Business Address], and registered agent at [Supplier Registered Agent Address, if applicable] (hereinafter referred to as "Supplier" or "Disclosing Party"); and

[Recipient Full Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Recipient Business Address], and registered agent at [Recipient Registered Agent Address, if applicable] (hereinafter referred to as "Recipient").

WHEREAS, Supplier possesses certain confidential and proprietary information; and

WHEREAS, Recipient desires to receive certain confidential information from Supplier in connection with [Context of Disclosure, e.g., procurement, supply chain management, project collaboration, or service provision] related to Supplier's operations in Colorado.

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

Definition of Confidential Information

Confidential Information means any and all information disclosed by Supplier to Recipient, whether orally, in writing, electronically, or by any other means, including but not limited to:

• product formulations, technical data, manufacturing processes, quality control standards, pricing information
• sourcing arrangements, supplier lists, customer and order details, inventory figures, logistics data
• business plans, procurement cycles, cost breakdowns, contract terms, improvement proposals, workflow documentation
• any business information disclosed in written, oral, visual, or electronic form—emphasizing information unique to Colorado-based business practices or regulatory requirements.

Exclusions from Confidentiality

This Agreement shall not apply to information that:

• is already lawfully known by Recipient without an obligation of confidentiality.
• becomes publicly available through no fault of Recipient.
• is independently developed by Recipient without use of or reference to Supplier's Confidential Information.
• is required to be disclosed pursuant to a valid Colorado court order, subpoena, or other legal requirement.
  • Recipient shall provide Supplier with prompt written notice of such required disclosure to allow Supplier to seek a protective order or other appropriate remedy.

Use of Confidential Information

Recipient agrees to use the Confidential Information solely for the purpose of [Specific Purpose of Disclosure].

• Option A: Recipient shall not reverse engineer, decompile, or disassemble any Confidential Information.
• Option B: Recipient may perform reverse engineering solely for the purpose of [Specify purpose], but the results of such reverse engineering shall be considered Confidential Information and subject to the terms of this Agreement.

Protection of Confidential Information

Recipient shall protect the Confidential Information from unauthorized disclosure by using the same degree of care, but no less than reasonable care, as Recipient uses to protect its own confidential information of a similar nature.

• Recipient shall implement and maintain appropriate administrative, physical, and technical safeguards consistent with Colorado’s data security statutes (including the Colorado Consumer Data Privacy Act), including but not limited to:
  • encryption protocols
  • limited access controls
  • clean desk policies
  • secure transmissions

Term and Termination

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

• Option A: The obligation to maintain the confidentiality of the Confidential Information shall survive termination of this Agreement for a period of [Number] years.
• Option B: With respect to trade secrets, the obligation to maintain confidentiality shall continue indefinitely, as permitted under the Colorado Uniform Trade Secrets Act.

Return of Confidential Information

Upon Supplier's written request, or upon termination of this Agreement, Recipient shall promptly return or destroy all Confidential Information, including all copies thereof, in its possession or control.

• Recipient shall provide Supplier with a written certification of such destruction or return signed by an authorized individual.

Notice of Unauthorized Disclosure

Recipient shall immediately notify Supplier in writing upon discovery of any unauthorized access, use, or disclosure of the Confidential Information.

• Recipient shall fully cooperate with Supplier in any investigation and remediation efforts related to such unauthorized disclosure, and comply with Colorado data breach statutes (C.R.S. 6-1-716).

Remedies

Supplier shall be entitled to injunctive relief and other equitable remedies available under Colorado law to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

• Recipient shall be liable for any damages, including reasonable attorneys' fees, incurred by Supplier as a result of any breach of this Agreement.
• Option A: Recipient agrees that monetary damages may not be a sufficient remedy for any breach of this Agreement and that Supplier shall be entitled to specific performance.

Non-Circumvention/Non-Solicitation (Optional)

Recipient agrees not to circumvent Supplier's relationships with its customers or suppliers or solicit Supplier’s employees or contractors for a period of [Number] years following termination of this Agreement, subject to Colorado Revised Statute 8-2-113.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, 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, Colorado.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the disclosure of information by Supplier does not violate any third-party rights or laws.

Compliance with Laws

Recipient shall comply with all applicable Colorado statutory, regulatory, and industry-specific obligations, including but not limited to data protection, consumer data, and any regulations applicable to Supplier's industry in Colorado.

Amendment and Waiver

No amendment to or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Assignment

This Agreement may not be assigned by Recipient without the prior written consent of Supplier.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery, electronic delivery (if accepted by receiving party), or upon deposit in the United States mail, registered or certified, postage prepaid, addressed to the party at its address set forth above.

Severability

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

Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

No License

Nothing in this Agreement shall be construed as granting to Recipient any ownership, license, or other rights to the Confidential Information except as expressly required for the purpose of the defined supplier relationship.

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 Full Legal Name]

By: [Supplier Authorized Representative Name]

Title: [Supplier Authorized Representative Title]

[Recipient Full Legal Name]

By: [Recipient Authorized Representative Name]

Title: [Recipient Authorized Representative Title]