Delaware supplier nda template

Delaware Supplier Non-Disclosure Agreement

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

• [Company Legal Name], a company organized under the laws of Delaware, with its principal place of business at [Company Address], and having an email address of [Company Email] and phone number of [Company Phone] (hereinafter referred to as the "Disclosing Party").
• [Supplier Legal Name], a [State of Incorporation] company/an individual residing at [Supplier Address], and having an email address of [Supplier Email] and phone number of [Supplier Phone], and if a company, its incorporation details including registered agent name and address are [Supplier Incorporation Details] (hereinafter referred to as the "Receiving Party").

WHEREAS, the Disclosing Party desires to disclose certain Confidential Information (as defined below) to the Receiving Party in connection with a potential or existing supplier relationship.

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 the Disclosing Party to the Receiving Party, whether orally, visually, or in writing, and whether disclosed before, on, or after the date of this Agreement, including, but not limited to:

• Supplier data, product specifications, pricing, proprietary manufacturing processes, procurement strategies, trade secrets as defined by Delaware law (including under the Delaware Uniform Trade Secrets Act), supply chain logistics, order volumes, delivery schedules, compliance data, audit reports, inventory data, quality control information, technological documentation, testing results, business plans, unreleased innovations, performance reports, contract terms, marketing information, supplier and sub-supplier lists.
• All related written, oral, electronic, or visually stored data relating to the relationship between the Receiving Party and the Disclosing Party.
• Any supplier-related information developed or obtained during the course of the relationship or access to facilities.

Exclusions from Confidential Information

This Agreement does not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Is rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party, without any obligation of confidentiality.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Is rightfully obtained by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party.
• Is required to be disclosed by law, regulation, court order, or subpoena. The Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement, if legally permissible, and shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy. The Receiving Party will only disclose the minimum amount of Confidential Information necessary to comply with the legal requirement.

Permitted Use

The Receiving Party shall use the Confidential Information solely for the purpose of evaluating or fulfilling the supplier relationship or defined business collaboration, and for no other purpose.

• Option A: The Receiving Party shall not use the Confidential Information for competitive analysis, reverse engineering, replication, or any other purpose outside the scope of this Agreement.
• Option B: The Receiving Party may use the confidential information for reverse engineering only upon written consent from the disclosing party.

Safeguards

The Receiving Party shall protect the Confidential Information from unauthorized disclosure, access, or use, using at least 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. These safeguards include:

• Implementation and documentation of confidentiality policies.
• Access restrictions on a need-to-know basis.
• Encryption for data in transit and at rest.
• Secure storage measures.
• Requiring all employees and subcontractors with access to the Confidential Information to execute written confidentiality agreements containing terms consistent with this Agreement.

Confidentiality Period

The obligations of confidentiality under this Agreement shall continue:

• Option A: During the term of the supply relationship and for [Number] years thereafter.
• Option B: In perpetuity for information that constitutes a trade secret under Delaware law.

Return or Destruction of Confidential Information

Upon termination of the supplier relationship or at the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information (including all copies and derivative works) in its possession or control.

• Option A: The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this obligation.
• Option B: The Receiving Party shall allow the Disclosing Party to audit its facilities to confirm compliance with this section.

Breach Notification

The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized disclosure, access, or use of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in investigating and mitigating the breach.

Remedies

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

• Compensatory damages (including actual and consequential damages)
• Injunctive relief, specifically acknowledging the Delaware Court of Chancery's jurisdiction for such remedies.
• Attorneys' fees and costs.
• Option A: The parties agree that liquidated damages in the amount of [Dollar Amount] are a reasonable estimate of the damages that would be suffered by the Disclosing Party as a result of a breach of this Agreement.
• Option B: No liquidated damages shall apply.

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 the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation in Delaware.
• Any unresolved dispute shall be subject to binding arbitration in Delaware.
• Option A: The arbitration shall be conducted by the American Arbitration Association in accordance with its Commercial Arbitration Rules.
• Option B: The parties may elect to pursue remedies in the Delaware Court of Chancery, specifically regarding injunctive relief.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties agree that the state and federal courts located in Delaware shall have exclusive jurisdiction over any action arising out of or relating to this Agreement, specifically the courts located in [New Castle County].

Compliance with Laws

The Receiving Party shall comply with all applicable Delaware and federal laws and regulations, including the Delaware Uniform Trade Secrets Act, Delaware data security requirements, and any industry-specific data protection or supply chain regulations. The Receiving Party shall also adhere to data residency/location requirements and digital evidence retention standards as practiced in Delaware.

No Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

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.

No License

No license is granted to the Receiving Party under any patents, trademarks, copyrights, or trade secrets of the Disclosing Party by virtue of this Agreement.

Subcontractors

The Receiving Party shall require all subcontractors, agents, and related parties who have access to the Confidential Information to execute written confidentiality agreements containing terms consistent with this Agreement.

Permitted Disclosures

The Receiving Party may disclose Confidential Information to regulatory and governmental authorities only to the extent required by Delaware or federal law. The Receiving Party shall provide the Disclosing Party with prompt written notice of any such required disclosure and shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy, and where feasible, redact such disclosures.

Amendment and Waiver

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced in accordance with the Delaware Electronic Transactions Act, if applicable.

Non-Waiver and Cumulative Remedies

No failure or delay by the Disclosing Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. All remedies available to the Disclosing Party under this Agreement are cumulative and in addition to any other remedies available at law or in equity under Delaware law.

Severability

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

Authorization

Each party represents and warrants that it has the right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each signatory certifies they are duly authorized under Delaware corporate law.

Delaware Requirements Addendum (Optional)

• Option A: Cyber Incident Notification: Receiving party shall provide the Disclosing party with notification of any unauthorized data breach that impacts Disclosing Party's data within 72 hours of discovery.
• Option B: Supply Chain Due Diligence: Receiving Party warrants that it has performed reasonable due diligence on its own suppliers and sub-suppliers to ensure compliance with all applicable laws and regulations, including data privacy and security requirements.

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

[Company Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

[Supplier Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]