Connecticut supplier nda template

Connecticut Supplier Non-Disclosure Agreement (NDA)

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

• [Disclosing Party Name], a [Business Entity Type, e.g., Corporation] formed in the State of [State of Formation], with a principal place of business at [Disclosing Party Address] (“Disclosing Party”), represented by its authorized representative, [Disclosing Party Representative Name].
• [Receiving Party Name], a [Business Entity Type, e.g., Limited Liability Company] formed in the State of [State of Formation], with a principal place of business at [Receiving Party Address] (“Receiving Party”), represented by its authorized representative, [Receiving Party Representative Name].

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, visually, or in sample 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:

• Proprietary technical data
• Trade secrets, as defined in Connecticut General Statutes (CGS) §35-51
• Manufacturing and sourcing processes
• Product specifications
• Supplier pricing and discounts
• Supply chain structures
• Procurement data
• Business strategies
• Material and component lists
• Technology
• Software
• Contract terms
• Negotiation records
• Vendor evaluations
• Production volumes
• Customer requirements
• Any information disclosed in written, oral, digital, visual, or sample form

2. Exclusions from Confidentiality

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

• Is or becomes publicly known through no fault of the Receiving Party.
• Is lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party, as evidenced by Receiving Party’s contemporaneous written records.
• 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 contemporaneous written records.
• Is rightfully received by the Receiving Party from a third party who has the right to disclose it without any obligation of confidentiality.
• Is required to be disclosed by Connecticut law, court order, or regulatory requirement, provided that the Receiving Party provides prompt written notice to the Disclosing Party of such requirement and reasonably cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy, consistent with CGS disclosure practices.

3. Purpose of Use

The Receiving Party agrees to use the Confidential Information solely for the purpose of [Specify Purpose, e.g., supplying goods or services as outlined in the Supplier Agreement dated [Date]] (the “Permitted Purpose”). The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, competitive activities, unrelated business ventures, or personal gain.

4. Obligations of Confidentiality

• The Receiving Party agrees to protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than commercially reasonable care. This includes implementing and maintaining reasonable administrative, physical, and technical safeguards to protect the security and confidentiality of the Confidential Information, consistent with Connecticut's Personal Data Privacy and Online Monitoring Act (Public Act 22-15) and any sector-specific regulations applicable to sensitive information (e.g., healthcare, defense, or financial services).
  • Option A: Encryption of electronically transmitted Confidential Information.
  • Option B: Restricted access protocols to physical storage locations.
• The Receiving Party shall restrict access to the Confidential Information to its employees, subcontractors, and affiliates who have a need to know the Confidential Information for the Permitted Purpose and who are bound by written confidentiality agreements with terms no less restrictive than those contained in this Agreement.

5. Handling of Confidential Materials

• All Confidential Information, whether in digital, hard copy, or physical form, shall be handled with due care to prevent unauthorized access, disclosure, or use.
• The Receiving Party agrees to comply with the following specific instructions regarding the handling of Confidential Materials:
  • Option A: Encryption of electronic transmissions as specified in Appendix A.
  • Option B: Physical documents must be stored in locked cabinets.
  • Option C: Access to digital files must be password-protected.

6. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for the duration of the Supplier Agreement and for a period of [Number] [Years/Indefinite] after termination or expiration of the Supplier Agreement. Notwithstanding the foregoing, the obligations of confidentiality with respect to Trade Secrets, as defined under Connecticut law, shall continue indefinitely.

7. Return or Destruction of Confidential Information

Upon termination of the Supplier Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or securely destroy all Confidential Information in its possession or control, including all copies, extracts, and derivatives thereof. The Receiving Party shall provide written certification of compliance with this section within [Number] days of the termination of the Supplier Agreement or the Disclosing Party’s request. Destruction shall be performed in compliance with Connecticut data disposal rules.

8. Notice of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any unauthorized disclosure, suspected breach, or loss of Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in investigating, containing, and remediating any such unauthorized disclosure, in accordance with Connecticut’s data breach notification statutes (CGS §36a-701b).

9. Remedies for Breach

The Disclosing Party shall be entitled to seek all available remedies at law or in equity for any breach of this Agreement by the Receiving Party, including, without limitation:

• Actual damages.
• Equitable remedies, including injunctive relief.
• Liquidated damages, if applicable and enforceable under Connecticut law.
• Attorney’s fees and costs, to the extent permitted by Connecticut law.
• Statutory penalties for mishandling protected personal or trade secret information.

10. 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 shall submit the dispute to non-binding mediation in Connecticut.
• If mediation fails, the parties shall resolve the dispute through binding arbitration in Connecticut, in accordance with the rules of the American Arbitration Association, or by litigation exclusively in the courts of Connecticut.

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles. All notices and service of process shall comply with Connecticut legal procedures.

11. Compliance with Laws

The Receiving Party shall comply with all applicable Connecticut and U.S. laws and regulations, including, but not limited to, those relating to trade secrets, privacy, data protection, and any applicable state or industry-specific regulatory requirements.

12. Entire Agreement; 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. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties, in accordance with Connecticut contract law.

13. Severability

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

14. No Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision hereof.

15. No License

This Agreement does not grant or imply any right or license under any copyright, patent, trademark, or other intellectual property of the Disclosing Party, except as expressly stated herein.

16. Remedies for Threatened Misappropriation

The Disclosing Party shall be entitled to seek injunctive relief to prevent threatened misappropriation or “inevitable disclosure” of Confidential Information, consistent with Connecticut’s approach to trade secret enforcement.

17. Export Controls and Data Transfer

The Receiving Party shall comply with all applicable Connecticut and U.S. export control laws and regulations, as well as international data transfer restrictions, if the Confidential Information includes export-controlled or foreign data.

18. Records and Audits

The Receiving Party shall maintain records of compliance with this Agreement and shall provide, upon reasonable request, evidence of measures taken to protect the Confidential Information, in accordance with Connecticut state auditing or regulatory request protocols.

19. Consideration

In consideration for the Receiving Party’s agreement to protect the Confidential Information as set forth herein, the Disclosing Party is providing the Receiving Party with access to its Confidential Information in connection with the Permitted Purpose.

20. Counterfeit Parts and Materials Traceability

[Include if applicable: Specific provisions addressing the handling of confidential information related to counterfeit parts or materials traceability.]

21. Relationship to Other Agreements

This Agreement supplements and does not supersede any master supplier, service, or consulting agreement in force between the parties. In the event of any conflict between the terms of this Agreement and any such other agreement, the confidentiality terms of this Agreement shall govern.

22. Reverse Engineering

[Include if applicable: Prohibition or limitations on reverse-engineering, decompiling, or analysis of samples or other tangible confidential materials supplied.]

23. Periodic Review

The parties agree to periodically review and update their confidentiality procedures to maintain adequacy under evolving Connecticut state laws and industry standards.

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

[Disclosing Party Name]

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

[Receiving Party Name]

By: [Receiving Party Representative Name]

Title: [Receiving Party Representative Title]